SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

JORDAN JEFFREY D

(Last)

(First)

(Middle)

C/O PINTEREST, INC.

505 BRANNAN STREET

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PINTEREST, INC. [ PINS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock⁽¹⁾	05/08/2020		C⁽²⁾		413,416	A	$0	413,416	I	By AH Parallel Fund, L.P.⁽³⁾⁽⁴⁾
Class A Common Stock⁽¹⁾	05/08/2020		C⁽²⁾		4,846,745	A	$0	4,846,745	I	By Andreessen Horowitz Fund II, L.P.⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾	05/08/2020		C⁽²⁾		450,543	A	$0	450,543	I	By AH Parallel Fund III, L.P.⁽⁴⁾⁽⁶⁾
Class A Common Stock⁽¹⁾	05/08/2020		C⁽²⁾		564,516	A	$0	564,516	I	By Andreessen Horowitz Fund III, L.P.⁽⁴⁾⁽⁷⁾
Class A Common Stock	05/08/2020		J⁽⁸⁾		413,416	D	⁽⁸⁾	0	I	By AH Parallel Fund, L.P.⁽³⁾⁽⁴⁾
Class A Common Stock	05/08/2020		J⁽⁹⁾		4,846,745	D	⁽⁹⁾	0	I	By Andreessen Horowitz Fund II, L.P.⁽⁴⁾⁽⁵⁾
Class A Common Stock	05/08/2020		J⁽¹⁰⁾		450,543	D	⁽¹⁰⁾	0	I	By AH Parallel Fund III, L.P.⁽⁴⁾⁽⁶⁾
Class A Common Stock	05/08/2020		J⁽¹¹⁾		564,516	D	⁽¹¹⁾	0	I	By Andreessen Horowitz Fund III, L.P.⁽⁴⁾⁽⁷⁾
Class A Common Stock	05/08/2020		J⁽¹²⁾		85,048	A	$0⁽¹²⁾	206,616⁽¹²⁾	I	Jordan Family Revocable Trust u/a 8/25/95
Class A Common Stock								9,671⁽¹³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B common stock	⁽¹⁾	05/08/2020		C⁽²⁾			413,416	⁽¹⁾	⁽¹⁾	Class A Common Stock	413,416	$0	1,378,054	I	See Footnote⁽³⁾⁽⁴⁾
Class B common stock	⁽¹⁾	05/08/2020		C⁽²⁾			4,846,745	⁽¹⁾	⁽¹⁾	Class A Common Stock	4,846,745	$0	16,155,816	I	See Footnote-⁽⁴⁾⁽⁵⁾
Class B common stock	⁽¹⁾	05/08/2020		C⁽²⁾			450,543	⁽¹⁾	⁽¹⁾	Class A Common Stock	450,543	$0	1,501,812	I	See Footnote --⁽⁴⁾⁽⁶⁾
Class B common stock	⁽¹⁾	05/08/2020		C⁽²⁾			564,516	⁽¹⁾	⁽¹⁾	Class A Common Stock	564,516	$0	1,881,724	I	See Footnote ---⁽⁴⁾⁽⁷⁾

Explanation of Responses:

1. 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.

2. 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 February 10, 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.

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

4. 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.

5. 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).

6. 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).

7. 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).

8. On May 8, 2020, AH Parallel Fund distributed, for no consideration, a total of 413,416 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.

9. On May 8, 2020, the AH Fund II Entities distributed, for no consideration, a total of 4,846,745 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.

10. On May 8, 2020, the AH Parallel Fund III Entities distributed, for no consideration, a total of 450,543 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

11. On May 8, 2020, the AH Fund III Entities distributed, for no consideration, a total of 564,516 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.

12. As a result of the pro rata distributions made by the Andreessen Horowitz Entities and their respective general partner entities on May 8, 2020 as described in the above footnotes, the Jordan Family Revocable Trust u/a 8/25/95 acquired 85,048 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.

13. These securities consist of 9,671 Restricted Stock Units (RSUs). Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock, subject to vesting. The RSUs will vest in full on the earlier of (i) April 23, 2020, or (ii) the date immediately prior to the Company's next regular annual shareholders meeting, in either case subject to Mr. Jordan's continued service as a non-employee director of the Company through such vesting date.

Remarks:

The Power of Attorney for Mr. Jeffrey Jordan is filed as an exhibit to the Form 3 filed by Mr. Jordan with the Securities and Exchange Commission on April 17, 2019, which is hereby incorporated by reference.

	Monifa Clayton, Attorney-in-Fact	05/12/2020
	** Signature of Reporting Person	Date
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