0001506293-20-000253.txt : 20201103 0001506293-20-000253.hdr.sgml : 20201103 20201103212731 ACCESSION NUMBER: 0001506293-20-000253 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20201030 FILED AS OF DATE: 20201103 DATE AS OF CHANGE: 20201103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JORDAN JEFFREY D CENTRAL INDEX KEY: 0001209185 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38872 FILM NUMBER: 201285052 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 wf-form4_160445683712354.xml FORM 4 X0306 4 2020-10-30 0 0001506293 PINTEREST, INC. PINS 0001209185 JORDAN JEFFREY D C/O PINTEREST, INC. 505 BRANNAN STREET SAN FRANCISCO CA 94107 1 0 0 0 Class A Common Stock 2020-10-30 4 C 0 413416 0 A 413416 I By AH Parallel Fund, L.P. Class A Common Stock 2020-10-30 4 C 0 4846745 0 A 4846745 I By Andreessen Horowitz Fund II, L.P. Class A Common Stock 2020-10-30 4 C 0 450544 0 A 450544 I By AH Parallel Fund III, L.P. Class A Common Stock 2020-10-30 4 C 0 564518 0 A 594188 I By Andreessen Horowitz Fund III, L.P. Class A Common Stock 2020-10-30 4 J 0 413416 D 0 I By AH Parallel Fund, L.P. Class A Common Stock 2020-10-30 4 J 0 4846745 D 0 I By Andreessen Horowitz Fund II, L.P. Class A Common Stock 2020-10-30 4 J 0 450544 D 0 I By AH Parallel Fund III, L.P. Class A Common Stock 2020-10-30 4 J 0 594188 D 0 I By Andreessen Horowitz Fund III, L.P. Class A Common Stock 2020-10-30 4 J 0 146340 0 A 537617 I Jordan Family Revocable Trust u/a 8/25/95 Class A Common Stock 23111 D Class B common stock 2020-10-30 4 C 0 413416 0 D Class A Common Stock 413416.0 0 I See Footnote Class B common stock 2020-10-30 4 C 0 4846745 0 D Class A Common Stock 4846745.0 0 I See Footnote- Class B common stock 2020-10-30 4 C 0 450544 0 D Class A Common Stock 450544.0 0 I See Footnote -- Class B common stock 2020-10-30 4 C 0 564518 0 D Class A Common Stock 564518.0 0 I See Footnote --- 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. 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 October 30, 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. These shares are held of record by AH Parallel Fund, L.P. (AH Parallel Fund). 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. 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). 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). 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). On October 30, 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. On October 30, 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. On October 30, 2020, the AH Parallel Fund III Entities distributed, for no consideration, a total of 450,544 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 On October 30, 2020, the AH Fund III Entities distributed, for no consideration, a total of 564,518 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. As a result of the pro rata distributions made by the Andreessen Horowitz Entities and their respective general partner entities on October 30, 2020 as described in the above footnotes, the Jordan Family Revocable Trust u/a 8/25/95 acquired 146,340 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. These securities consist of 9,671 shares of Class A Common Stock and 13,440 previously reported 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 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 2020-11-03 EX-24 2 pinterest-powerofattorneyp.htm JORDAN JEFFREY D POA SEC FILING 20190416

                        Limited Power of Attorney

    The undersigned officer and/or director of Pinterest, Inc. (the "Company") hereby constitutes and appoints each of Monifa
Clayton and Christine Flores, signing singly, the undersigned's true and lawful attorney-in-fact to:

1)    execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or 10%
shareholder of the Company, any and all Forms 3, 4 and 5 prepared for and on behalf of the undersigned pursuant to
Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the
"Exchange Act");

2)    do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete
and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto and to timely file
such forms with the United States Securities and Exchange Commission (the "SEC") and any stock exchange or similar
authority;

3)    prepare, execute in my name and on my behalf, and submit to the SEC a Form ID, including amendments thereto, and
any other documents necessary or appropriate to obtain and/or regenerate codes and passwords enabling me to make
electronic filings with the SEC of reports required by Section 16(a) of the Exchange Act, or any rule or regulation of
the SEC; and

4)    take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-
in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney
shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act
and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as
fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.

    This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms
3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

    By signing below, the undersigned does hereby revoke any and all other power of attorney documents previously and
otherwise executed in connection with the undersigned's obligations as an officer, director and/or 10% shareholder of the
Company to prepare and file Forms 3, 4 and 5, or other forms or reports, or any amendment or amendments thereto, with the SEC
and any stock exchange or similar authority, pursuant to Section 16(a) of the Exchange Act.  The undersigned hereby gives notice
to all who have received, relied on or acted upon such previously executed power of attorney documents and all other interested
parties that the undersigned withdraws every power and authority thereby given and declares such power of attorney documents
null and void and of no further force or effect.

        IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 16th
day of April, 2019.


/s/ Jeffrey Jordan
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Signature


Jeffrey Jordan
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Print Name