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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Pinterest, Inc. [ PINS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/23/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | (1) | 04/23/2019 | C | 31,385,737 | (1) | (1) | Class A Common Stock | 31,385,737(1) | (1) | 31,385,737 | D(3) | ||||
Class B Common Stock | (1) | 04/23/2019 | C | 3,040,761 | (1) | (1) | Class A Common Stock | 3,040,761(1) | (1) | 3,040,761 | I | By FirstMark Capital I(P), L.P.(4) | |||
Class B Common Stock | (1) | 04/23/2019 | C | 722,778 | (1) | (1) | Class A Common Stock | 722,778(1) | (1) | 722,778 | I | By FirstMark Capital OF I, L.P.(5) | |||
Class B Common Stock | (1) | 04/23/2019 | C | 9,258,364 | (1) | (1) | Class A Common Stock | 9,258,364(1) | (1) | 9,258,364 | I | By FirstMark Capital P2, L.P.(6) | |||
Series Seed 1 Preferred Stock | (2) | 04/23/2019 | C | 11,458,959 | (2) | (2) | Class B Common Stock | 11,458,959 | (2) | 0 | D(3) | ||||
Series Seed 2 Preferred Stock | (2) | 04/23/2019 | C | 9,177,750 | (2) | (2) | Class B Common Stock | 9,177,750 | (2) | 0 | D(3) | ||||
Series A-2 Preferred Stock | (2) | 04/23/2019 | C | 8,747,989 | (2) | (2) | Class B Common Stock | 8,747,989 | (2) | 0 | D(3) | ||||
Series B Preferred Stock | (2) | 04/23/2019 | C | 2,001,039 | (2) | (2) | Class B Common Stock | 2,001,039 | (2) | 0 | D(3) | ||||
Series C Preferred Stock | (2) | 04/23/2019 | C | 3,006,164 | (2) | (2) | Class B Common Stock | 3,006,164 | (2) | 0 | I | By FirstMark Capital I(P), L.P.(4) | |||
Series D Preferred Stock | (2) | 04/23/2019 | C | 23,130 | (2) | (2) | Class B Common Stock | 23,130 | (2) | 0 | I | By FirstMark Capital I(P), L.P.(4) | |||
Series E Preferred Stock | (2) | 04/23/2019 | C | 11,467 | (2) | (2) | Class B Common Stock | 11,467 | (2) | 0 | I | By FirstMark Capital I(P), L.P.(4) | |||
Series F Preferred Stock | (2) | 04/23/2019 | C | 490,622 | (2) | (2) | Class B Common Stock | 490,622 | (2) | 0 | I | By FirstMark Capital OF I, L.P.(5) | |||
Series G Preferred Stock | (2) | 04/23/2019 | C | 232,156 | (2) | (2) | Class B Common Stock | 232,156 | (2) | 0 | I | By FirstMark Capital OF I, L.P.(5) | |||
Series G Preferred Stock | (2) | 04/23/2019 | C | 9,258,364 | (2) | (2) | Class B Common Stock | 9,258,364 | (2) | 0 | I | By FirstMark Capital P2, L.P.(6) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The total represents shares received upon conversion of shares of Series Seed 1 Preferred Stock, Series Seed 2 Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and/or Series G Preferred Stock. The reported security is convertible into the Issuer's Class A Common Stock on a 1-for-1 basis at any time at the holder's election without payment of further consideration. The shares have no expiration date. |
2. The reported security converted into the Issuer's Class B Common Stock on a 1-for-1 basis automatically immediately prior to the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date. |
3. FirstMark Capital I GP, LLC is the general partner of FirstMark Capital I, L.P., and has the sole voting and investment power. Richard Heitzmann and Amish Jani are the managers of FirstMark Capital I GP, LLC and share such powers. Richard Heitzmann and Amish Jani disclaim beneficial ownership except to the extent of their pecuniary interest therein. |
4. FirstMark Capital I(P) GP, LLC is the general partner of FirstMark Capital I(P), L.P., and has the sole voting and investment power. Richard Heitzmann and Amish Jani are the managers of FirstMark Capital I(P) GP, LLC and share such powers. Richard Heitzmann and Amish Jani disclaim beneficial ownership except to the extent of their pecuniary interest therein. |
5. FirstMark Capital OF I GP, LLC is the general partner of FirstMark Capital OF I, L.P., and has the sole voting and investment power. Richard Heitzmann and Amish Jani are the managers of FirstMark Capital OF I GP, LLC and share such powers. Richard Heitzmann and Amish Jani disclaim beneficial ownership except to the extent of their pecuniary interest therein. |
6. FirstMark Capital P2 GP, LLC is the general partner of FirstMark Capital P2, L.P., and has the sole voting and investment power. Richard Heitzmann and Amish Jani are the managers of FirstMark Capital P2 GP, LLC and share such powers. Richard Heitzmann and Amish Jani disclaim beneficial ownership except to the extent of their pecuniary interest therein. |
Remarks: |
FirstMark Capital I, L.P., By FirstMark Capital I GP, LLC, Its General Partner, By /s/ Richard Heitzmann, Printed Name: Richard Heitzmann, Title: Manager | 04/23/2019 | |
FirstMark Capital I(P), L.P., By FirstMark Capital I(P) GP, LLC, Its General Partner, By /s/ Richard Heitzmann, Printed Name: Richard Heitzmann, Title: Manager | 04/23/2019 | |
FirstMark Capital OF I, L.P., By FirstMark Capital OF I GP, LLC, Its General Partner, By /s/ Richard Heitzmann, Printed Name: Richard Heitzmann, Title: Manager | 04/23/2019 | |
FirstMark Capital P2, L.P., By FirstMark Capital P2 GP, LLC, Its General Partner, By /s/ Richard Heitzmann, Printed Name: Richard Heitzmann, Title: Manager | 04/23/2019 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |