SEC FORM 4

SEC Form 4

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^*

FIRSTMARK CAPITAL I, L.P.

(Last)

(First)

(Middle)

100 5TH AVENUE, 3RD FLOOR

(Street)

NEW YORK

10011

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/14/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/14/2019		C		15,692,869⁽¹⁾	A	$0.00	15,692,869	D⁽⁴⁾
Class A Common Stock	10/14/2019		C		1,520,381⁽¹⁾	A	$0.00	1,520,381	I	By FirstMark Capital I(P), L.P.⁽⁵⁾
Class A Common Stock	10/14/2019		C		361,389⁽¹⁾	A	$0.00	361,389	I	By FirstMark Capital OF I, L.P.⁽⁶⁾
Class A Common Stock	10/14/2019		C		4,629,182⁽¹⁾	A	$0.00	4,629,182	I	By FirstMark Capital P2, L.P.⁽⁷⁾
Class A Common Stock	10/14/2019		J⁽³⁾		6,277,147	D	$0.00	9,415,722	D⁽⁴⁾
Class A Common Stock	10/14/2019		J⁽³⁾		588,505	D	$0.00	931,876	I	By FirstMark Capital I(P), L.P.⁽⁵⁾
Class A Common Stock	10/14/2019		J⁽³⁾		144,556	D	$0.00	216,833	I	By FirstMark Capital OF I, L.P.⁽⁶⁾
Class A Common Stock	10/14/2019		J⁽³⁾		1,851,673	D	$0.00	2,777,509	I	By FirstMark Capital P2, L.P.⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽²⁾	10/14/2019		C			15,692,869	⁽²⁾	⁽²⁾	Class A Common Stock	15,692,869⁽²⁾	⁽²⁾	15,692,868	D⁽⁴⁾
Class B Common Stock	⁽²⁾	10/14/2019		C			1,520,381	⁽²⁾	⁽²⁾	Class A Common Stock	1,520,381⁽²⁾	⁽²⁾	1,520,380	I	By FirstMark Capital I(P), L.P.⁽⁵⁾
Class B Common Stock	⁽²⁾	10/14/2019		C			361,389	⁽²⁾	⁽²⁾	Class A Common Stock	361,389⁽²⁾	⁽²⁾	361,389	I	By FirstMark Capital OF I, L.P.⁽⁶⁾
Class B Common Stock	⁽²⁾	10/14/2019		C			4,629,182	⁽²⁾	⁽²⁾	Class A Common Stock	4,629,182⁽²⁾	⁽²⁾	4,629,182	I	By FirstMark Capital P2, L.P.⁽⁷⁾

1. Name and Address of Reporting Person^*

FIRSTMARK CAPITAL I, L.P.

(Last)

(First)

(Middle)

100 5TH AVENUE, 3RD FLOOR

(Street)

NEW YORK

10011

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

FirstMark Capital I(P), L.P.

(Last)

(First)

(Middle)

100 5TH AVENUE, 3RD FLOOR

(Street)

NEW YORK

10011

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

FirstMark Capital OF I, L.P.

(Last)

(First)

(Middle)

100 5TH AVENUE, 3RD FLOOR

(Street)

NEW YORK

10011

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

FirstMark Capital P2, L.P.

(Last)

(First)

(Middle)

100 5TH AVENUE, 3RD FLOOR

(Street)

NEW YORK

10011

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The total represents shares received upon conversion of shares of Class B Common Stock. The shares have no expiration date.

2. The reported security converted into the Issuer's Class A Common Stock on a 1-for-1 basis at the holder's election without payment of further consideration. The shares have no expiration date.

3. Represents a pro-rata in-kind distribution, and not a purchase or sale, without additional consideration to its partners.

4. 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.

5. 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.

6. 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.

7. 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	10/16/2019
	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	10/16/2019
	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	10/16/2019
	FirstMark Capital P2, L.P., By FirstMark Capital P2 GP, LLC, Its General Partner, By /s/ Richard Heitzmann, Printed Name: Richard Heitzmann, Title: Manager	10/16/2019
	** 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).
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