PINTEREST, INC. — Director's Dealing 2020

Dec 24, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PINTEREST, INC. (PINS)
CIK: 0001506293
Period of Report: 2020-12-21

Reporting Person: Yang Tseli Lily (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-21	Class A Common Stock	C	8885	—	Acquired	81002	Direct
2020-12-21	Class A Common Stock	S	9508	$69.7964	Disposed	71494	Direct
2020-12-21	Class A Common Stock	S	1500	$70.942	Disposed	69994	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-21	Class B common stock	$	C	8885	Disposed		Class A Common Stock (8885.0)	Direct

Footnotes

F1: Each share of Class B common stock, par value $0.00001 (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 (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: Represents the conversion of 8,885 shares of Class B Common Stock into 8,885 shares of Class A Common Stock in connection with sales to be effected to satisfy tax withholding and remittance obligations in connection with the vesting and net settlement of previously reported Reported Stock Units (RSUs), as described below.

F3: These securities consist of 12,892 shares of Class A Common Stock and an additional 68,110 previously reported Class A Restricted Stock Units (Class A RSUs). Each Class A RSU represents the Reporting Person's right to receive one share of Class A Common Stock, subject to vesting.

F4: Represents the number of shares required to be sold by the Reporting Person to cover tax withholding and remittance obligations in connection with the vesting and settlement of previously reported RSUs. This sale is mandated by the Company's election under its equity incentive plans to require the satisfaction of tax withholding and remittance obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

F5: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $69.5400 to $70.5100 per share. The Reporting Person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F6: These securities consist of 3,384 shares of Class A Common Stock and an additional 68,110 previously reported Class A RSUs.

F7: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $70.7000 to $71.5000 per share. The Reporting Person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F8: These securities consist of 1,884 shares of Class A Common Stock and an additional 68,110 previously reported Class A RSUs.

F9: These securities consist of 7,883 shares of Class B Common Stock and an additional 177,071 previously reported Class B Restricted Stock Units (Class B RSUs). Each Class B RSU represents the Reporting Person's right to receive one share of Class B Common Stock, subject to vesting.