0001104659-20-019564.txt : 20200212 0001104659-20-019564.hdr.sgml : 20200212 20200212211735 ACCESSION NUMBER: 0001104659-20-019564 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200210 FILED AS OF DATE: 20200212 DATE AS OF CHANGE: 20200212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AH Parallel Fund III-B, L.P. CENTRAL INDEX KEY: 0001540366 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38872 FILM NUMBER: 20606658 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 798-3900 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AH Parallel Fund III-Q, L.P. CENTRAL INDEX KEY: 0001540367 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38872 FILM NUMBER: 20606659 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 798-3900 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PinAH, L.P. CENTRAL INDEX KEY: 0001634575 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38872 FILM NUMBER: 20606660 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-798-3900 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AH Equity Partners II, L.L.C. CENTRAL INDEX KEY: 0001541568 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38872 FILM NUMBER: 20606661 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 798-3900 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AH Equity Partners III (Parallel), L.L.C. CENTRAL INDEX KEY: 0001540359 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38872 FILM NUMBER: 20606662 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 798-3900 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AH Equity Partners III, L.L.C. CENTRAL INDEX KEY: 0001540361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38872 FILM NUMBER: 20606663 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 798-3900 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AH Equity Partners IV, L.L.C. CENTRAL INDEX KEY: 0001603403 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38872 FILM NUMBER: 20606664 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-798-3900 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Andreessen Marc L CENTRAL INDEX KEY: 0001160077 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38872 FILM NUMBER: 20606665 MAIL ADDRESS: STREET 1: C/O ARNOLD & PORTER LLP STREET 2: 3 EMBARCADERO CENTER 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER NAME: FORMER CONFORMED NAME: ANDREESSEN MARC L DATE OF NAME CHANGE: 20010925 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HOROWITZ BENJAMIN A CENTRAL INDEX KEY: 0001166586 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38872 FILM NUMBER: 20606666 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD #101 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PINTEREST, INC. CENTRAL INDEX KEY: 0001506293 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 263607129 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 505 BRANNAN STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: (415) 617-5585 MAIL ADDRESS: STREET 1: 505 BRANNAN STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 FORMER COMPANY: FORMER CONFORMED NAME: Pinterest, Inc. DATE OF NAME CHANGE: 20120808 FORMER COMPANY: FORMER CONFORMED NAME: Cold Brew Labs Inc. DATE OF NAME CHANGE: 20101122 4 1 tm207828-2_4.xml OWNERSHIP DOCUMENT X0306 4 2020-02-10 1 0001506293 PINTEREST, INC. PINS 0001540366 AH Parallel Fund III-B, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001540367 AH Parallel Fund III-Q, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001634575 PinAH, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001541568 AH Equity Partners II, L.L.C. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001540359 AH Equity Partners III (Parallel), L.L.C. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001540361 AH Equity Partners III, L.L.C. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001603403 AH Equity Partners IV, L.L.C. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001160077 Andreessen Marc L 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001166586 HOROWITZ BENJAMIN A 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 Class A Common Stock 2020-02-10 4 C 0 11309071 0 A 11309071 I By Andreessen Horowitz Fund II, L.P. Class A Common Stock 2020-02-10 4 C 0 964637 0 A 964637 I By AH Parallel Fund, L.P. Class A Common Stock 2020-02-10 4 C 0 1317207 0 A 1317207 I By Andreessen Horowitz Fund III, L.P. Class A Common Stock 2020-02-10 4 C 0 1051269 0 A 1051269 I By AH Parallel Fund III, L.P. Class A Common Stock 2020-02-10 4 C 0 1704021 0 A 1704021 I By PinAH, L.P. Class A Common Stock 2020-02-10 4 J 0 11309071 0 D 0 I By Andreessen Horowitz Fund II, L.P. Class A Common Stock 2020-02-10 4 J 0 964637 0 D 0 I By AH Parallel Fund, L.P. Class A Common Stock 2020-02-10 4 J 0 1317207 0 D 0 I By Andreessen Horowitz Fund III, L.P. Class A Common Stock 2020-02-10 4 J 0 1051269 0 D 0 I By AH Parallel Fund III, L.P. Class A Common Stock 2020-02-10 4 J 0 1704021 0 D 0 I By PinAH, L.P. Class A Common Stock 2020-02-10 4 J 0 509845 0 A 510710 I By 1997 Horowitz Family Trust Class A Common Stock 2020-02-10 4 J 0 599706 0 A 615069 I By LAMA Community Trust Class A Common Stock 2020-02-10 4 J 0 35924 0 A 35924 I By AH Capital Management, L.L.C. Class B Common Stock 2020-02-10 4 C 0 11309071 0 D Class A Common Stock 11309071 21002561 I See Footnotes Class B Common Stock 2020-02-10 4 C 0 964637 0 D Class A Common Stock 964637 1791470 I See Footnote Class B Common Stock 2020-02-10 4 C 0 1317207 0 D Class A Common Stock 1317207 2446240 I See Footnotes Class B Common Stock 2020-02-10 4 C 0 1051269 0 D Class A Common Stock 1051269 1952355 I See Footnotes Class B Common Stock 2020-02-10 4 C 0 1704021 0 D Class A Common Stock 1704021 0 I See Footnote Class B Common Stock Class A Common Stock 57 57 I See Footnote Each share of the Issuer's 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 Issuer's Class A common stock, par value $0.00001 ("Class A Common Stock"), and has no expiration date. 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. Represents the conversion of shares of Class B Common Stock into shares of Class A Common Stock on a one-for-one basis in connection with a pro rata distribution in kind by each of the Andreessen Horowitz Entities (as defined below) of shares of 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. The reported securities are held 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"). AH Equity Partners II, L.L.C. ("AH EP II") is the general partner of the AH Fund II Entities and has sole voting and dispositive power with regard to the securities held by the AH II Fund Entities. The managing members of AH EP II are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and dispositive power with respect to the shares held by the AH Fund II Entities. (Continued from Footnote 3) Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Fund II Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of its pecuniary interest, if any, in the securities by virtue of its interest in the AH Fund II Entities. The reported securities are held by AH Parallel Fund, L.P. ("AH Parallel Fund"). AH EP II is the general partner of AH Parallel Fund and has sole voting and dispositive power with regard to the securities held by AH Parallel Fund. The managing members of AH EP II are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and dispositive power with respect to the shares held by AH Parallel Fund. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by AH Parallel Fund (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of its pecuniary interest, if any, in the securities by virtue of its interest in AH Parallel Fund. The reported securities are held 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"). AH Equity Partners III, L.L.C. ("AH EP III") is the general partner of the AH Fund III Entities and has sole voting and dispositive power with regard to the securities held by the AH III Fund Entities. The managing members of AH EP III are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and dispositive power with respect to the shares held by the AH Fund III Entities. (Continued from Footnote 6) Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Fund III Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of its pecuniary interest, if any, in the securities by virtue of its interest in the AH Fund III Entities. The reported securities are held 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"). AH Equity Partners III (Parallel), L.L.C. ("AH EP III Parallel") is the general partner of the AH Parallel Fund III Entities and has sole voting and dispositive power with regard to the securities held by the AH Parallel Fund III Entities. The managing members of AH EP III Parallel are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and dispositive power with respect to the shares held by the AH Parallel Fund III Entities. (Continued from Footnote 8) Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel Fund III Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of its pecuniary interest, if any, in the securities by virtue of its interest in the AH Parallel Fund III Entities. The reported securities are held by PinAH, L.P. ("PinAH" and, together with AH Parallel Fund, the AH Fund II Entities, the AH Parallel Fund III Entities and the AH Fund III Entities, the "Andreessen Horowitz Entities"). AH Equity Partners IV, L.L.C. ("AH EP IV") is the general partner of PinAH and has sole voting and dispositive power with regard to the securities held by PinAH. The managing members of AH EP IV are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and dispositive power with respect to the shares held by PinAH. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by PinAH (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of its pecuniary interest, if any, in the securities by virtue of its interest in PinAH. On February 10, 2020, the AH Fund II Entities distributed, for no consideration, 11,309,071 shares of Class A Common Stock (the "AH Fund II Shares") to their respective limited partners and to AH EP II, the general partner of the AH Fund II Entities, representing each such partner's pro rata interest in such 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. On February 10, 2020, AH Parallel Fund distributed, for no consideration, 964,637 shares of Class A Common Stock (the "AH Parallel Fund Shares") to its limited partners and to AH EP II, the general partner of AH Parallel Fund, representing each such partner's pro rata interest in such 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. On February 10, 2020, the AH Fund III Entities distributed, for no consideration, 1,317,207 shares of Class A Common Stock (the "AH Fund III Shares") to their respective limited partners and to AH EP III, the general partner of the AH Fund III Entities, representing each such partner's pro rata interest in such 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. On February 10, 2020, the AH Parallel Fund III Entities distributed, for no consideration, 1,051,269 shares of Class A Common Stock (the "AH Parallel Fund III Shares") to their respective limited partners and to AH EP III Parallel, the general partner of the AH Parallel Fund III Entities, representing each such partner's pro rata interest in such 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. On February 10, 2020, PinAH distributed, for no consideration, 1,704,021 shares of Class A Common Stock (the "PinAH Shares") to its limited partners and to AH EP IV, the general partner of PinAH, representing each such partner's pro rata interest in such PinAH Shares. On the same date, AH EP IV distributed, for no consideration, the PinAH Shares it received in the distribution by PinAH to its members, representing each such member's pro rata interest in such PinAH Shares. Represents shares received by Ben Horowitz pursuant to pro rata distributions by the AH Fund II Entities, AH Parallel Fund, the AH Fund III Entities, the AH Parallel Fund III Entities and PinAH, for no consideration, of shares of Class A Common Stock to their respective partners and such partners' members, as applicable. The shares are held of record by a family trust for which Ben Horowitz is a trustee. Each of the Reporting Persons disclaims the existence of a "group" and, other than Ben Horowitz, disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. Represents shares received by the LAMA Community Trust pursuant to pro rata distributions by the AH Fund II Entities, AH Parallel Fund, the AH Fund III Entities, the AH Parallel Fund III Entities and PinAH, for no consideration, of shares of Class A Common Stock to their respective partners and such partner's members, as applicable. The shares are held of record by the LAMA Community Trust of which Marc Andreessen and his spouse are trustees. Each of the Reporting Persons disclaims the existence of a "group" and, other than Marc Andreessen, disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. Represents shares received by AH Capital Management, L.L.C. pursuant to pro rata distributions by the AH Fund II Entities, AH Parallel Fund, the AH Fund III Entities, the AH Parallel Fund III Entities and PinAH, for no consideration, of shares of Class A Common Stock to their respective partners and such partners' members, as applicable. The shares are held of record by AH Capital Management, L.L.C. The members of AH Capital Management, L.L.C. are Marc Andreessen and Ben Horowitz, who share voting and dispositive power with respect to the shares held by AH Capital Management, L.L.C. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. This report is one of two reports, each on a separate Form 4, but relating to the same transactions being reported by entities affiliated with AH Capital Management and their associated managing members. AH Parallel Fund III-B, L.P., By: AH Equity Partners III (Parallel), L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 2020-02-12 AH Parallel Fund III-Q, L.P., By: AH Equity Partners III (Parallel), L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 2020-02-12 PinAH, L.P., By: AH Equity Partners IV, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 2020-02-12 AH Equity Partners II, L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 2020-02-12 AH Equity Partners III (Parallel), L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 2020-02-12 AH Equity Partners III, L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 2020-02-12 AH Equity Partners IV, L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 2020-02-12 Marc Andreessen, By: /s/ Scott Kupor, Scott Kupor, attorney-in-fact of Marc Andreessen 2020-02-12 Ben Horowitz, By: /s/ Scott Kupor, Scott Kupor, attorney-in-fact of Ben Horowitz 2020-02-12