PINTEREST, INC. — Director's Dealing 2020

Feb 13, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PINTEREST, INC. (NYSE:PINS)
CIK: 0001506293
Period of Report: 2020-02-10

Reporting Person: Bessemer Venture Partners VII L.P. (10% Owner)
Reporting Person: Bessemer Venture Partners VII Institutional L.P. (10% Owner)
Reporting Person: BVP VII SPECIAL OPPORTUNITY FUND LP (10% Owner)
Reporting Person: Deer VII & Co. L.P. (10% Owner)
Reporting Person: Deer VII & Co. Ltd. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-10	Class A Common Stock	C	8918719	$0.00	Acquired	8918719	Indirect
2020-02-10	Class A Common Stock	J	8918719	$0.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-10	Class B Common Stock	$	C	8918719	Disposed		Class A Common Stock (8918719)	Indirect

Footnotes

F1: Each share of Class B Common Stock is convertible without payment or consideration into one share of Class A Common Stock at the option of the holder and has no expiration date.

F2: Represents 2,853,998 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners VII L.P. ("BVP VII"), 1,248,625 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners VII Institutional L.P. ("BVP VII Inst"), and 4,816,096 shares converted from Class B Common Stock to Class A Common Stock by BVP Special Opportunity Fund VII L.P. ("BVP VII SOF" and together with BVP VII and BVP VII Inst, the "BVP VII Funds")

F3: Deer VII & Co. Ltd. ("Deer Ltd.") is the general partner of Deer VII & Co. L.P. ("Deer L.P."), which is the general partner of the BVP VII Funds. Deer Ltd. and Deer L.P. disclaim beneficial ownership of the securities held by the BVP VII Funds, and this report shall not be deemed an admission that Deer Ltd. and Deer L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the BVP VII Funds.

F4: After the reported transaction, BVP VII, BVP VII Inst, and BVP VII SOF own 12,367,322 shares, 5,410,710 shares and 20,869,749 shares, respectively, of Class B Common Stock.

F5: On February 10, 2020, BVP VII, BVP VII Inst, and BVP VII SOF distributed, for no consideration, 2,853,998, 1,248,625, and 4,816,096 shares (collectively, the "Shares"), respectively, of Class A Common Stock to their limited partners and to Deer VII L.P., representing each such partner's pro rata interest in such Shares. On the same date, one or more of such limited partner(s) distributed, for no consideration, the Shares to certain of its or their members in an amount equal to each such member's or members' respective pro rata interests in the Shares. Finally, on the same date, Deer VII L.P. distributed, for no consideration, the Shares it received from the distributions to its partners in an amount equal to each such partner's pro rata interest in the Shares. All of the aforementioned distributions were made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.