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Form 4 PINTEREST, INC. For: Dec 28 Filed by: Morgenfeld Todd R

December 30, 2020 9:18 PM
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 *
Morgenfeld Todd R
(Last) (First) (Middle)
C/O PINTEREST, INC.
505 BRANNAN STREET
(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)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/28/2020
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) 12/28/2020 C (2) 13,935 A $ 0 677,102 (3) D
Class A Common Stock 12/28/2020 S (4) 10,963 D $ 70.1663 (5) 666,139 (6) D
Class A Common Stock 12/28/2020 S (4) 5,600 D $ 71.1231 (7) 660,539 (8) D
Class A Common Stock 12/28/2020 S (4) 7,500 D $ 71.8698 (9) 653,039 (10) 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) 12/28/2020 C (2) 13,935 (1) (1) Class A Common Stock 13,935.00 $ 0 933,328 (11) 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 13,935 shares of Class B Common Stock into 13,935 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 net settlement of previously reported Restricted Stock Units (RSUs), as described below.
3. The securities consist of 36,077 shares of Class A Common Stock and an additional 641,025 previously reported shares of Class A Common Stock, subject to certain restrictions, which were granted to the Reporting Person as Restricted Stock Awards (RSAs).
4. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.
5. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $69.6200 to $70.5300 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. The securities consist of 25,114 shares of Class A Common Stock and an additional 641,025 previously reported shares of 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 $70.6600 to $71.5950 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. The securities consist of 19,514 shares of Class A Common Stock and an additional 641,025 previously reported shares of RSAs.
9. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $71.6000 to $72.4100 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.
10. The securities consist of 12,014 shares of Class A Common Stock and an additional 641,025 previously reported shares of RSAs.
11. These securities consist of 933,328 previously reported RSUs. Each RSU represents the Reporting Person's right to receive one share of Class B Common Stock, subject to vesting.
Remarks:
The Power of Attorney for Mr. Todd Morgenfeld is filed as an exhibit to the Form 3 filed by Mr. Morgenfeld with the Securities and Exchange Commission on April 17, 2019, which is hereby incorporated by reference.
Monifa Clayton, Attorney-in-Fact 12/30/2020
** 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).
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