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: Sharp Evan (Director, Co-Founder & Chief Design & Cr)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3927840	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$0.0373	2021-07-31	Common Stock (2126950.0)		Direct
Stock Option	$0.5736	2022-06-19	Common Stock (769908.0)		Direct
Stock Option	$0.5736	2022-06-19	Common Stock (758803.0)		Indirect
Stock Option	$0.5736	2022-06-19	Common Stock (653845.0)		Indirect
Stock Option	$0.5736	2022-06-19	Common Stock (2070016.0)		Indirect
Stock Option	$4.416	2025-01-15	Common Stock (1756336.0)		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: These securities consist of 1,261,173 shares of common stock and 2,666,667 Restricted Stock Units (RSUs). Each RSU represents Mr. Sharp's right to receive one share of common stock, subject to vesting. Mr. Sharp was granted 333,333 RSUs October 18, 2016, for which the service-based vesting condition was satisfied for 33% of the total number of RSUs on October 12, 2017 and for 33% of the total number of RSUs on October 12, 2018, and the remaining 34% of the total number of RSUs will vest on October 12, 2019, subject Mr. Sharp's continuous service through such date. Mr. Sharp 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. Sharp's continuous service through each such date.

F3: All stock options are fully vested and exercisable.

F4: These Stock Options are held by Evan Howell Sharp and Christina McBride Sharp, Co-Trustees of The Sharp Revocable Trust.

F5: These Stock Options are held by Evan Howell Sharp and Christina McBride Sharp, Co-Trustees of The Sharp Irrevocable Remainder Trust.

F6: These Stock Options are held by Evan Howell Sharp, Trustee of The Evan Howell Sharp 2018 Annuity Trust.