0001628280-19-004778.txt : 20190425 0001628280-19-004778.hdr.sgml : 20190425 20190425205822 ACCESSION NUMBER: 0001628280-19-004778 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190423 FILED AS OF DATE: 20190425 DATE AS OF CHANGE: 20190425 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Levine Jeremy S. CENTRAL INDEX KEY: 0001534341 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38872 FILM NUMBER: 19769091 MAIL ADDRESS: STREET 1: C/O BESSEMER VENTURE PARTNERS STREET 2: 1865 PALMER AVENUE CITY: LARCHMONT STATE: NY ZIP: 10538 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: 808 BRANNAN STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: (415) 617-5585 MAIL ADDRESS: STREET 1: 808 BRANNAN STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94103 FORMER COMPANY: FORMER CONFORMED NAME: Cold Brew Labs Inc. DATE OF NAME CHANGE: 20101122 4 1 wf-form4_155624028624802.xml FORM 4 X0306 4 2019-04-23 0 0001506293 Pinterest, Inc. PINS 0001534341 Levine Jeremy S. C/O PINTEREST, INC. 505 BRANNAN STREET SAN FRANCISCO CA 94107 1 0 0 0 Common Stock 2019-04-23 4 C 0 0 0 A 0 I See Footnote Common Stock 2019-04-23 4 C 0 0 0 A 0 I See Footnote Common Stock 2019-04-23 4 C 0 0 0 A 0 I See Footnote Common Stock 2019-04-23 4 C 0 0 0 A 0 I See Footnote Common Stock 2019-04-23 4 C 0 0 0 A 0 I See Footnote Common Stock 2019-04-23 4 C 0 0 0 A 0 I See Footnote Common Stock 2019-04-23 4 C 0 0 0 A 0 I See Footnote Common Stock 2019-04-23 4 J 0 0 0 D 0 I See Footnote Common Stock 2019-04-23 4 J 0 0 0 D 0 I See Footnote Common Stock 2019-04-23 4 J 0 0 0 D 0 I See Footnote Common Stock 2019-04-23 4 J 0 0 0 D 0 I See Footnote Common Stock 2019-04-23 4 J 0 0 0 D 0 I See Footnote Common Stock 2019-04-23 4 J 0 0 0 D 0 I See Footnote Common Stock 2019-04-23 4 J 0 0 0 D 0 I See Footnote Class A Common Stock 2019-04-23 4 A 0 9671 0 A 9671 D Series A-2 Preferred Stock 2019-04-23 4 C 0 0 0 D Common Stock 0.0 0 I See Footnote Series B Preferred Stock 2019-04-23 4 C 0 0 0 D Common Stock 0.0 0 I See Footnote Series C Preferred Stock 2019-04-23 4 C 0 0 0 D Common Stock 0.0 0 I See Footnote Series D Preferred Stock 2019-04-23 4 C 0 0 0 D Common Stock 0.0 0 I See Footnote Series E Preferred Stock 2019-04-23 4 C 0 0 0 D Common Stock 0.0 0 I See Footnote Series F Preferred Stock 2019-04-23 4 C 0 0 0 D Common Stock 0.0 0 I See Footnote Series G Preferred Stock 2019-04-23 4 C 0 0 0 D Common Stock 0.0 0 I See Footnote Class B common stock 2019-04-23 4 J 0 0 0 A Class A Common Stock 0.0 0 I See Footnote On April 23, 2019 prior to the closing of the initial public offering (the "IPO") by Pinterest, Inc. (the "Company"), each share of preferred stock automatically converted into one share of common stock of the Company pursuant to the Sixteenth Amended and Restated Certificate of Incorporation of the Company. Immediately thereafter, but still prior to the closing of the Company's IPO, the Company filed an Amended and Restated Certificate of Incorporation (the "Charter") with the Secretary of State of the State of Delaware, pursuant to which each share of common stock was automatically reclassified into one share of Class B common stock, par value $0.00001, of the Company ("Class B Common Stock") in an exempt transaction pursuant to Rules 16b-6 and 16b-7. As set forth in the Charter, each share of 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, of the Company ("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 and has no expiration date. Bessemer Venture Partners VII Institutional L.P. ("BVP VII Institutional") owned 7,400,114 shares of Series A-2 Preferred Stock. Bessemer Venture Partners VII L.P. ("BVP VII") owned 16,914,503 shares of Series A-2 Preferred Stock. BVP VII Special Opportunity Fund L.P. ("BVP VII Special," and together with BVP VII Institutional and BVP VII, the "BVP Entities") owned 28,543,071 shares of Series A-2 Preferred Stock. Mr. Levine is a director of Deer VII & Co. Ltd., which is the general partner of Deer VII & Co. L.P., the general partner of the BVP Entities. Mr. Levine disclaims beneficial ownership of the securities listed in this report (the securities) and this report shall not be deemed an admission that Mr. Levine is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in the BVP Entities and/or the general partner entities thereof, as applicable. BVP VII Institutional owned 382,050 shares of Series B Preferred Stock. BVP VII owned 873,257 shares of Series B Preferred Stock. BVP VII Special owned 1,473,614 shares of Series B Preferred Stock. BVP VII Institutional owned 299,964 shares of Series C Preferred Stock. BVP VII owned 685,650 shares of Series C Preferred Stock. BVP VII Special owned 1,157,025 shares of Series C Preferred Stock. BVP VII Institutional owned 215,867 shares of Series D Preferred Stock. BVP VII owned 493,411 shares of Series D Preferred Stock. BVP VII Special owned 832,632 shares of Series D Preferred Stock. BVP VII Institutional owned 16,057 shares of Series E Preferred Stock. BVP VII owned 36,702 shares of Series E Preferred Stock. BVP VII Special owned 61,936 shares of Series E Preferred Stock. BVP VII Institutional owned 6,867 shares of Series F Preferred Stock. BVP VII owned 15,700 shares of Series F Preferred Stock. BVP VII Special owned 26,492 shares of Series F Preferred Stock. BVP VII Institutional owned 3,250 shares of Series G Preferred Stock. BVP VII owned 7,427 shares of Series G Preferred Stock. BVP VII Special owned 12,536 shares of Series G Preferred Stock. These securities consist of 9,671 Restricted Stock Units (RSUs). Each RSU represents the Mr. Levine'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 the Mr. Levine's continued service as a non-employee director of the Company through such vesting date. The Reporting Person has agreed to assign to Deer Management Co. LLC the right to any shares issuable pursuant to the RSUs or any proceeds from the sale thereof. BVP VII Institutional owns 8,324,169 shares of Class B common stock. BVP VII owns 19,026,650 shares of Class B common stock. BVP VII Special owns 32,107,306 shares of Class B common stock. The Power of Attorney for Mr. Jeremy S. Levine is filed as an exhibit to the Form 3 filed by Mr. Levine with the Securities and Exchange Commission on April 17, 2019, which is hereby incorporated by reference. Monifa Clayton, Attorney-in-Fact 2019-04-25 EX-24 2 pinterest-powerofattorneyp.htm LEVINE JEREMY S. POA SEC FILING 20140414

                        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 14th
day of April, 2019.


/s/ Jeremy S. Levine
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Signature


Jeremy S. Levine
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Print Name