Form 4 PINTEREST, INC. For: Sep 21 Filed by: Gavini Naveen

September 23, 2021 9:33 PM EDT

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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 *
Gavini Naveen

(Last) (First) (Middle)
505 BRANNAN ST.

(Street)
SAN FRANCISCO CA 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Products
3. Date of Earliest Transaction (Month/Day/Year)
09/21/2021
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)
Code V Amount (A) or (D) Price
Class A Common Stock (1) 09/21/2021   C (2)   8,376 A $ 0 594,643 (3) D  
Class A Common Stock 09/21/2021   S (4)   20,868 D $ 51.7397 (5) 573,775 (6) D  
Class A Common Stock 09/21/2021   S (4)   7,210 D $ 52.1746 (7) 566,565 (8) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B common stock (1) 09/21/2021   C (2)     8,376   (1)   (1) Class A Common Stock 8,376.00 $ 0 82,959 (9) D  
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 8,376 shares of Class B Common Stock into 8,376 shares of Class A Common Stock in connection with sales to be effected to satisfy tax withholding and remittance obligations in connection with the vesting and settlement of previously reported Restricted Stock Units (RSUs), as described below.
3. These securities consist of 52,216 shares of Class A Common Stock and 542,427 previously reported Class A Common Stock, subject to certain restrictions, which were granted to the Reporting Person as Restricted Stock Awards (RSAs).
4. Represents the number of shares required to be sold by the Reporting Person to cover tax withholding and remittance obligations in connection with the vesting and settlement of previously reported Restricted Stock Units (RSUs). This sale is mandated by the Company's election under its equity incentive plans to require the satisfaction of tax withholding and remittance obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.
5. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $51.3800 to $51.9900 per share. The Reporting Person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
6. These securities consist of 70,585 shares of Class A Common Stock and 503,190 previously reported Class A Common Stock, subject to certain restrictions, which were granted to the Reporting Person as Restricted Stock Awards (RSAs).
7. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $52.0000 to $52.5800 per share. The Reporting Person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
8. These securities consist of 63,375 shares of Class A Common Stock and 503,190 previously reported Class A Common Stock, subject to certain restrictions, which were granted to the Reporting Person as Restricted Stock Awards (RSAs).
9. These securities consist of 8,290 Class B shares and 74,669 previously reported RSUs. Each RSU represents the Reporting Person's right to receive one share of Class B Common Stock.
Remarks:
The Power of Attorney for Mr. Naveen Gavini is filed as an exhibit to the Form 3 filed by Mr. Gavini with the Securities and Exchange Commission on March 8, 2021, which is hereby incorporated by reference.
Monifa Clayton, Attorney-in-Fact 09/23/2021
** 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.
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 undersigneds true and lawful attorney-in-fact to:

1) execute for and on behalf of the undersigned, in the undersigneds 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-facts 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-facts 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 undersigneds 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 undersigneds 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 3rd day of March 2021.




/s/ Naveen Gavini
Signature


Naveen Gavini
Print Name



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