SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Ripsher Lawrence

(Last)

(First)

(Middle)

C/O PINTEREST, INC.

505 BRANNAN STREET

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/17/2019

3. Issuer Name and Ticker or Trading Symbol
Pinterest, Inc. [ PINS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	1,649,998⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Prior to the closing of Pinterest, Inc.'s (the Company) initial public offering (the IPO), each share of common stock will be automatically reclassified into one share of Class B common stock, par value $0.00001, of the Company (Class B Common Stock). 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.

2. These securities consist of 1,649,998 Restricted Stock Units (RSUs). Each RSU represents the Reporting Person's right to receive one share of common stock, subject to vesting.

3. The Reporting Person was granted 466,666 RSUs on August 8, 2017, for which (i) the service-based vesting condition was satisfied for 25% of the total number of RSUs on May 30, 2018 and (ii) 6.25% of the total number of RSUs will vest at the end of each three-month period commencing May 30, 2018 and ending on May 30, 2021, subject to the Reporting Person's continued service through each such date.

4. The Reporting Person was granted 266,666 RSUs on April 30, 2018, for which (i) the service-based vesting condition was satisfied for 20% of the total number of RSUs on March 20, 2019, (ii) 20% of the total number of RSUs will vest on March 20, 2020, (iii) 30% of the total number of RSUs will vest on March 20, 2021 and (iv) 30% of the total number of RSUs will vest on March 20, 2022, subject to the Reporting Person's continued service through each such date.

5. The Reporting Person was granted 916,666 RSUs on August 1, 2018, for which (i) 3.75% of the total number of RSUs will vest at the end of each three-month period occurring during the two-year period commencing December 20, 2018 and ending on December 20, 2020, (ii) 7.5% will vest at the end of each three-month period occurring during the one-year period commencing December 20, 2020 and ending on December 20, 2021 and (iii) 10% will vest at the end of each three-month period occurring during the one-year period commencing December 20, 2021 and ending on December 20, 2022, subject to the Reporting Person's continued service through each such date.

Remarks:

Exhibit 24 - Power of Attorney

	Monifa Clayton, Attorney-in-Fact	04/17/2019
	** 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 5 (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.