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PINTEREST, INC. — Director's Dealing 2021
Jan 15, 2021
30250_dirs_2021-01-14_5cd8cdf1-4da7-4072-8286-542f709a9bfd.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: 2021-01-12
Reporting Person: Silbermann Benjamin (Director, Chairman, President, CEO, Co-F, 10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2021-01-12 | Class A Common Stock | C | 105000 | — | Acquired | 105000 | Direct |
| 2021-01-12 | Class A Common Stock | S | 5779 | $71.6976 | Disposed | 99221 | Direct |
| 2021-01-12 | Class A Common Stock | S | 38345 | $72.7005 | Disposed | 60876 | Direct |
| 2021-01-12 | Class A Common Stock | S | 30493 | $73.8032 | Disposed | 30383 | Direct |
| 2021-01-12 | Class A Common Stock | S | 30383 | $74.6057 | Disposed | 0 | Direct |
| 2021-01-13 | Class A Common Stock | C | 105000 | — | Acquired | 105000 | Direct |
| 2021-01-13 | Class A Common Stock | S | 13068 | $73.0827 | Disposed | 91932 | Direct |
| 2021-01-13 | Class A Common Stock | S | 18484 | $74.0352 | Disposed | 73448 | Direct |
| 2021-01-13 | Class A Common Stock | S | 20913 | $74.659 | Disposed | 52535 | Direct |
| 2021-01-13 | Class A Common Stock | S | 41597 | $75.3363 | Disposed | 10938 | Direct |
| 2021-01-13 | Class A Common Stock | S | 10938 | $76.188 | Disposed | 0 | Direct |
| 2021-01-14 | Class A Common Stock | C | 70000 | — | Acquired | 70000 | Direct |
| 2021-01-14 | Class A Common Stock | S | 13560 | $70.973 | Disposed | 56440 | Direct |
| 2021-01-14 | Class A Common Stock | S | 12444 | $71.8271 | Disposed | 43996 | Direct |
| 2021-01-14 | Class A Common Stock | S | 10138 | $72.8827 | Disposed | 33858 | Direct |
| 2021-01-14 | Class A Common Stock | S | 4767 | $73.797 | Disposed | 29091 | Direct |
| 2021-01-14 | Class A Common Stock | S | 18453 | $74.8776 | Disposed | 10638 | Direct |
| 2021-01-14 | Class A Common Stock | S | 10638 | $75.6198 | Disposed | 0 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2021-01-12 | Stock Option | $1.878 | M | 105000 | Disposed | 2023-04-24 | Class B common stock (105000.0) | Direct |
| 2021-01-12 | Class B common stock | $ | M | 105000 | Acquired | Class A Common Stock (105000.0) | Direct | |
| 2021-01-12 | Class B common stock | $ | C | 105000 | Disposed | Class A Common Stock (105000.0) | Direct | |
| 2021-01-13 | Stock Option | $1.878 | M | 105000 | Disposed | 2023-04-24 | Class B common stock (105000.0) | Direct |
| 2021-01-13 | Class B common stock | $ | M | 105000 | Acquired | Class A Common Stock (105000.0) | Direct | |
| 2021-01-13 | Class B common stock | $ | C | 105000 | Disposed | Class A Common Stock (105000.0) | Direct | |
| 2021-01-14 | Stock Option | $1.878 | M | 0 | Disposed | 2023-04-24 | Class B common stock (0.0) | Direct |
| 2021-01-14 | Class B common stock | $ | M | 0 | Acquired | Class A Common Stock (0.0) | Direct | |
| 2021-01-14 | Class B common stock | $ | C | 0 | Disposed | Class A Common Stock (0.0) | Direct |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Class B common stock | $ | Class A Common Stock (39700888.0) | 39700888 | Indirect | |
| Class B common stock | $ | Class A Common Stock (9960030.0) | 9960030 | Indirect |
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 105,000 shares of Class B Common Stock into 105,000 shares of Class A Common Stock pursuant to a conversion election made by the Reporting Person to convert shares in connection with sales to be effected pursuant to a Rule 10b5-1 trading plan.
F3: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.
F4: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $71.2400 to $72.2100 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.
F5: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $72.2400 to $73.2100 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 reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $73.2200 to $74.1950 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.
F7: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $74.2000 to $75.0200 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 reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $72.7400 to $73.5150 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.
F9: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $73.6100 to $74.3900 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.
F10: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $74.4000 to $74.9100 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.
F11: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $74.9200 to $75.8100 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.
F12: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $75.8700 to $76.7550 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.
F13: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $70.4350 to $71.4050 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.
F14: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $71.4100 to $72.2850 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.
F15: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $72.4100 to $73.3600 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.
F16: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $73.4000 to $74.3800 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.
F17: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $74.4150 to $75.3200 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.
F18: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $75.3500 to $76.2450 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.
F19: All stock options are fully vested and exercisable.
F20: These securities consist of 461,447 shares of common stock and 1,633,334 previously reported Restricted Stock Units (RSUs). Each RSU represents the Reporting Person's right to receive one share of common stock, subject to vesting.
F21: These securities consist of 356,447 shares of common stock and 1,633,334 previously reported RSUs.
F22: Mr. Silbermann disclaims beneficial ownership of the shares held by SFTC, LLC, a Delaware limited liability company owned by The Silbermann 2012 Irrevocable Trust. 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 certain of his immediate family members' interests in The Silbermann 2012 Irrevocable Trust.