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PINTEREST, INC. Director's Dealing 2020

May 8, 2020

30250_dirs_2020-05-08_d14aded4-3e60-4e37-b3f5-b0c87e164820.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PINTEREST, INC. (PINS)
CIK: 0001506293
Period of Report: 2020-02-03

Reporting Person: Sciarra Paul Cahill (10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2020-02-03 Class A Common Stock C 800000 $0.00 Acquired 800000 Indirect
2020-02-04 Class A Common Stock S 800000 $22.6501 Disposed 0 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2020-02-03 Class B Common Stock $ C 800000 Disposed Class A Common Stock (800000) Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Class B Common Stock $ Class A Common Stock (14705480) 14705480 Indirect

Footnotes

F1: On February 3, 2020, the Sciarra Management Trust converted 800,000 shares of Class B common stock, par value $0.00001, of the Issuer ("Class B Common Stock") into 800,000 shares of Class A common stock, par value $0.00001, of the Issuer ("Class A Common Stock").

F2: Each share of Class B Common Stock is convertible at the option of the holder into one (1) share of Class A Common Stock, and has no expiration date. Each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon certain events specified in the Issuer's certificate of incorporation.

F3: These shares are held by the Sciarra Management Trust (the "Management Trust"), of which Paul Cahill Sciarra ("Mr. Sciarra") is trustee. Mr. Sciarra, in his capacity as trustee, has voting, investment and dispositive power over the shares held by the Management Trust. Mr. Sciarra disclaims Section 16 beneficial ownership of the securities held by the Management Trust except to the extent of his pecuniary interest (within the meaning of Section 16) therein, if any, and this report shall not be deemed an admission that Mr. Sciarra is the beneficial owner of such securities for Section 16 or any other purpose.

F4: These shares were sold in multiple transactions at prices ranging from $22.50 - $22.89, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, 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.

F5: These shares are held by the PCS Legacy Trust (the "Legacy Trust") and the PCS Remainder Trust (the "Remainder Trust") in the amount of 6,412,655 shares and 8,292,825 shares, respectively. Mr. Sciarra is the protector with authority to remove and replace the trustee of each of these trusts and, accordingly, may be deemed to have voting, investment and dispositive power over these shares. Mr. Sciarra disclaims Section 16 beneficial ownership of the securities held by these trusts except to the extent of his pecuniary interest (within the meaning of Section 16) therein, if any, and this report shall not be deemed an admission that Mr. Sciarra is the beneficial owner of such securities for Section 16 or any other purpose.