PINTEREST, INC. — Director's Dealing 2019

Apr 19, 2019

SEC Form 3/A — Form 3/A

Issuer: Pinterest, Inc. (PINS)
CIK: 0001506293
Period of Report: 2019-04-17

Reporting Person: Silbermann Benjamin (Director, Chairman, President, CEO, Co-F, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	40873288	Indirect
Common Stock	9960030	Indirect
Common Stock	3091667	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$1.878	2023-04-24	Common Stock (10399835.0)		Direct

Footnotes

F1: Prior to the closing of Pinterest, Inc.'s (the Company) initial public offering (the IPO), each share of common stock will be automatically reclassified into one share of Class B common stock, par value $0.00001, of the Company (Class B Common Stock). Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the Company's Class A common stock, par value $0.00001, of the Company (Class A Common Stock). Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer.

F2: On April 1, 2019, Mr. Silbermann and Ms. Divya Silbermann assigned and transferred 40,436,642 shares and 436,646 shares, respectively, of the Company's common stock to the Benjamin and Divya Silbermann Family Trust, a revocable trust for the benefit of Mr. Silbermann and Ms. Silbermann and for which Mr. Silbermann and Ms. Silbermann are both settlors and trustees. Mr. Silbermann has sole voting and dispositive power over 40,436,642 shares held by the Trust, and Ms. Silbermann has sole voting and dispositive power over the remaining 436,646 shares held by the Trust. The Benjamin and Divya Silbermann Family Trust directly holds the shares but Mr. Silbermann and Ms. Silbermann may be deemed to be the beneficial owners of the shares over which they respectively hold sole voting and dispositive power.

F3: As of March 31, 2019, there were 127,370,998 shares of the Companys common stock outstanding. Based on such number of total outstanding common stock of the company, the trust holds 32.1% of the outstanding shares of the Companys common stock.

F4: Shares are held by SFTC, LLC (the LLC), a Delaware limited liability company owned by The Silbermann 2012 Irrevocable Trust, the beneficiaries of which include certain of Mr. Silbermanns immediate family members. Mr. Silbermann does not have dispositive power or voting power over the shares held by the LLC. Mr. Silbermann disclaims beneficial ownership of the shares held by the LLC and this report shall not be deemed an admission that he is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in such shares by virtue of certain of his immediate family members interests in The Silbermann 2012 Irrevocable Trust. As of March 31, 2019, there were 127,370,998 shares of the Companys common stock outstanding. Based on such number of total outstanding common stock of the company, the LLC holds 7.8% of the outstanding shares of the Companys common stock.

F5: These securities consist of 3,091,667 Restricted Stock Units (RSUs). Each RSU represents Mr. Silbermann's right to receive one share of common stock, subject to vesting. Mr. Silbermann was granted 758,333 RSUs on September 20, 2016, which are fully vested. Mr. Silbermann was granted 2,333,334 RSUs on March 21, 2019, which will vest at a rate of 5% of the total number of RSUs at the end of each three-month period measured from April 20, 2019 (a total vesting period of five years), subject to Mr. Silbermann's continuous service through each such date.

F6: All stock options are fully vested and exercisable.