PINTEREST, INC. — Director's Dealing 2020

Jun 12, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PINTEREST, INC. (PINS)
CIK: 0001506293
Period of Report: 2020-06-09

Reporting Person: JORDAN JEFFREY D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-09	Class A Common Stock	C	275611	—	Acquired	275611	Indirect
2020-06-09	Class A Common Stock	C	3231163	—	Acquired	3231163	Indirect
2020-06-09	Class A Common Stock	C	300362	—	Acquired	300362	Indirect
2020-06-09	Class A Common Stock	C	376344	—	Acquired	376344	Indirect
2020-06-09	Class A Common Stock	J	275611	—	Disposed	0	Indirect
2020-06-09	Class A Common Stock	J	3231163	—	Disposed	0	Indirect
2020-06-09	Class A Common Stock	J	300362	—	Disposed	0	Indirect
2020-06-09	Class A Common Stock	J	376344	—	Disposed	0	Indirect
2020-06-09	Class A Common Stock	J	62199	—	Acquired	268815	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-09	Class B common stock	$	C	275611	Disposed		Class A Common Stock (275611.0)	Indirect
2020-06-09	Class B common stock	$	C	3231163	Disposed		Class A Common Stock (3231163.0)	Indirect
2020-06-09	Class B common stock	$	C	300362	Disposed		Class A Common Stock (300362.0)	Indirect
2020-06-09	Class B common stock	$	C	376344	Disposed		Class A Common Stock (376344.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	23111	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 shares of Class B Common Stock into shares of Class A Common Stock on a one-for-one basis pursuant to a conversion election made by each of the Andreessen Horowitz Entities (as defined below) on June 9, 2020, in connection with a pro rata distribution in kind by each of the Andreessen Horowitz Entities of a number of the Company's Class A Common Stock to each of the Andreessen Horowitz Entities' partners, representing each such partner's pro rata interest in the shares being distributed.

F3: These shares are held of record by AH Parallel Fund, L.P. (AH Parallel Fund).

F4: Mr. Jordan is a member of the general partner of each of the Andreessen Horowitz Entities, but he disclaims beneficial ownership of the shares held by the Andreessen Horowitz Entities 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 his interest in the Andreessen Horowitz Entities, and/or each general partner entity thereof, as applicable.

F5: These shares are held of record by Andreessen Horowitz Fund II, L.P. for itself and as nominee for Andreessen Horowitz Fund II-A, L.P. and Andreessen Horowitz Fund II-B, L.P. (collectively, the AH Fund II Entities).

F6: These shares are held of record by AH Parallel Fund III, L.P. for itself and as nominee for AH Parallel Fund III-A, L.P., AH Parallel Fund III-B, L.P. and AH Parallel Fund III-Q, L.P. (collectively, the AH Parallel Fund III Entities).

F7: These shares are held of record by Andreessen Horowitz Fund III, L.P. for itself and as nominee for Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P. and Andreessen Horowitz Fund III-Q, L.P. (collectively, the AH Fund III Entities).

F8: On June 9, 2020, AH Parallel Fund distributed, for no consideration, a total of 275,611 shares of the Company's Class A Common Stock (after conversion from Class B Common Stock) (the AH Parallel Fund Shares) in a pro rata distribution in kind to each of its limited partners and to AH Equity Partners II, L.L.C. (AH EP II), the general partner of AH Parallel Fund, representing each such partner's pro rata interest in the AH Parallel Fund Shares. On the same date, AH EP II distributed, for no consideration, the AH Parallel Fund Shares it received in the distribution by AH Parallel Fund to its members, representing each such member's pro rata interest in such AH Parallel Fund Shares.

F9: On June 9, 2020, the AH Fund II Entities distributed, for no consideration, a total of 3,231,163 shares of the Company's Class A Common Stock (after conversion from Class B Common Stock) (the AH Fund II Shares) in a pro rata distribution in kind to their respective limited partners and AH EP II, the general partner of the AH Fund II Entities, representing each such partner's pro rata interest in the AH Fund II Shares. On the same date, AH EP II distributed, for no consideration, the AH Fund II Shares it received in the distribution by the AH Fund II Entities to its members, representing each such member's pro rata interest in such AH Fund II Shares.

F10: On June 9, 2020, the AH Parallel Fund III Entities distributed, for no consideration, a total of 300,362 shares of the Company's Class A Common Stock (after conversion from Class B Common Stock) (the AH Parallel Fund III Shares) in a pro rata distribution in kind to their respective limited partners and to AH Equity Partners III (Parallel), L.L.C. (AH EP III Parallel), the general partner of the AH Parallel Fund III Entities, representing each such partner's pro rata interest in the AH Parallel Fund III Shares. On the same date, AH EP III Parallel distributed, for no consideration, the AH Parallel Fund III Shares it received in the distribution by the AH Parallel Fund III Entities to its members, representing each such member's pro rata interest in such AH Parallel Fund III Shares

F11: On June 9, 2020, the AH Fund III Entities distributed, for no consideration, a total of 376,344 shares of the Company's Class A Common Stock (after conversion from Class B Common Stock) (the AH Fund III Shares) in a pro rata distribution in kind to their respective limited partners and to AH Equity Partners III, L.L.C.( AH EP III), the general partner of the AH Fund III Entities, representing each such partner's pro rata interest in the AH Fund III Shares. On the same date, AH EP III distributed, for no consideration, the AH Fund III Shares it received in the distribution by the AH Fund III Entities to its members, representing each such member's pro rata interest in such AH Fund III Shares.

F12: As a result of the pro rata distributions made by the Andreessen Horowitz Entities and their respective general partner entities on June 9, 2020 as described in the above footnotes, the Jordan Family Revocable Trust u/a 8/25/95 acquired 62,199 shares of the Company's Class A Common Stock that Mr. Jordan now holds indirectly, which were previously held indirectly (and with respect to which Mr. Jordan had disclaimed beneficial ownership) through the Andreessen Horowitz Entities.

F13: These securities consist of 9,671 shares of Class A Common Stock and 13,440 previously reported Restricted Stock Units (RSUs). Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock, subject to vesting.