PINTEREST, INC. — Director's Dealing 2021

Mar 25, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PINTEREST, INC. (PINS)
CIK: 0001506293
Period of Report: 2021-03-22

Reporting Person: Morgenfeld Todd R (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-22	Class A Common Stock	C	63364	—	Acquired	716403	Direct
2021-03-22	Class A Common Stock	S	43919	$70.6779	Disposed	672484	Direct
2021-03-22	Class A Common Stock	S	19445	$71.1962	Disposed	653039	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-22	Class B common stock	$	C	63364	Disposed		Class A Common Stock (63364.0)	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 63,364 shares of Class B Common Stock into 63,364 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 Restricted Stock Units (RSUs), as described below.

F3: The securities consist of 75,378 shares of Class A Common Stock and an additional 641,025 previously reported shares of Class A Common Stock, subject to certain restrictions, which were granted to the Reporting Person as Restricted Stock Awards (RSAs).

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 $70.1900 to $70.9950 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: The securities consist of 31,459 shares of Class A Common Stock and an additional 641,025 previously reported shares of RSAs.

F7: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $71.0000 to $71.6300 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: The securities consist of 12,014 shares of Class A Common Stock and an additional 641,025 previously reported shares of RSAs.

F9: These securities consist of 53,302 shares of Class B Common Stock and 816,662 previously reported RSUs. Each RSU represents the Reporting Person's right to receive one share of Class B Common Stock, subject to vesting.