PINTEREST, INC. — Director's Dealing 2019

Apr 18, 2019

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: Yang Tseli Lily (Chief Accounting Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	376666	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: These securities consist of 376,666 Restricted Stock Units (RSUs). Each RSU represents the Reporting Person's right to receive one share of common stock, subject to vesting.

F3: The Reporting Person was granted 166,666 RSUs on August 8, 2017, for which (i) the service-based vesting condition was satisfied for 25% of the total number of RSUs on June 7, 2018 and (ii) 6.25% of the total number of RSUs vest at the end of each three-month period occurring during the three-year period commencing June 7, 2018 and ending on June 7, 2021, subject to the Reporting Person's continued service through each such date.

F4: The Reporting Person was granted 58,333 RSUs on April 30, 2018, for which 6.25% of the total number of RSUs will vest at the end of each three-month period occurring during the four-year period commencing June 20, 2019 and ending on June 20, 2023, subject to the Reporting Person's continued service through each such date.

F5: BVP VII Institutional owns 215,867 shares. BVP II owns 493,411 shares. BVP VII Special owns 832,632 shares.

F6: The Reporting Person was granted 26,667 RSUs on March 28, 2019, for which 6.25% of the total number of RSUs will vest at the end of each three-month period occurring during the four-year period commencing March 20, 2019 and ending on March 20, 2023, subject to the Reporting Person's continued service through each such date.

F7: The Reporting Person was granted 108,334 RSUs on March 28, 2019, for which (i) 2.5% of the total number of RSUs will vest at the end of each three-month period occurring during the one-year period commencing November 20, 2019 and ending on November 20, 2020, (ii) 5% of the total number of RSUs will vest at the end of each three-month period occurring during the one-year period commencing November 20, 2020 and ending on November 20, 2021, (iii) 7.5% of the total number of RSUs will vest at the end of each three-month period occurring during the one-year period commencing November 20, 2021 and ending on November 20, 2022 and (iv) 10% of the total number of RSUs will vest at the end of each three-month period occurring during the four-year period commencing November 20, 2022 and ending on November 20, 2023, subject to the Reporting Person's continued service through each such date.