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^*

Gavini Naveen

(Last)

(First)

(Middle)

C/O PINTEREST, INC.

505 BRANNAN STREET

(Street)

SAN FRANCISCO

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)
06/20/2022

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)
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⁽¹⁾	06/20/2022		C⁽²⁾		10,416	A	$0	539,967⁽³⁾	D
Class A Common Stock⁽¹⁾	06/20/2022		F⁽⁴⁾		28,067	D	$0	511,900⁽⁵⁾	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)
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	⁽¹⁾	06/20/2022		C⁽²⁾			10,416	⁽¹⁾	⁽¹⁾	Class A Common Stock	10,416	$0	22,916⁽⁶⁾	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, automatically convert into one share of Class A Common Stock upon any transfer.

2. Represents the conversion of 10,416 shares of Class B Common Stock into 10,416 shares of Class A Common Stock in connection with the vesting and settlement of previously reported Restricted Stock Units (RSUs), as described below.

3. These securities consist of 115,251 shares of Class A Common Stock and 424,716 previously reported shares of Class A Common Stock, subject to certain restrictions, which were granted to the Reporting Person as RSAs.

4. Represents shares of Class A Common Stock that have been withheld by the Company to satisfy income tax withholding and remittance obligations in connection with the vesting and net settlement of RSUs and RSAs

5. These securities consist of 133,371 shares of Class A Common Stock and 378,529 previously reported shares of Class A Common Stock, subject to certain restrictions, which were granted to the Reporting Person as RSAs.

6. These securities consist of 22,916 previously reported RSUs. Each RSU represents the Reporting Person's right to receive one share of Class B Common Stock, which will be automatically converted into shares of Class A Common Stock upon vesting, pursuant to an irrevocable consent signed by the Reporting Person on September 29, 2019 to automatically convert all shares of Class B Common Stock into shares of Class A 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	06/22/2022
	** 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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