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* Silbermann Benjamin (Last) (First) (Middle) C/O PINTEREST, INC. 505 BRANNAN STREET (Street) SAN FRANCISCO CA 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) X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman, President, CEO, Co-F	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)	40,873,288	I	-(2)(3)
Common Stock(1)	9,960,030	I	--(4)
Common Stock(1)	3,091,667(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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	(6)	04/24/2023	Common Stock(1)	10,399,835	$1.878	D

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. On April 1, 2019, Mr. Silbermann and Ms. Divya Silbermann assigned and transferred 40,436,642 shares and 436,646 shares, respectively, of the Company's common stock to the Benjamin and Divya Silbermann Family Trust, a revocable trust for the benefit of Mr. Silbermann and Ms. Silbermann and for which Mr. Silbermann and Ms. Silbermann are both settlors and trustees. Mr. Silbermann has sole voting and dispositive power over 40,436,642 shares held by the Trust, and Ms. Silbermann has sole voting and dispositive power over the remaining 436,646 shares held by the Trust. The Benjamin and Divya Silbermann Family Trust directly holds the shares but Mr. Silbermann and Ms. Silbermann may be deemed to be the beneficial owners of the shares over which they respectively hold sole voting and dispositive power.

3. As of March 31, 2019, there were 127,370,998 shares of the Companys common stock outstanding. Based on such number of total outstanding common stock of the company, the trust holds 32.1% of the outstanding shares of the Companys common stock.

4. Shares are held by SFTC, LLC (the LLC), a Delaware limited liability company owned by The Silbermann 2012 Irrevocable Trust, the beneficiaries of which include certain of Mr. Silbermanns immediate family members. Mr. Silbermann does not have dispositive power or voting power over the shares held by the LLC. Mr. Silbermann disclaims beneficial ownership of the shares held by the LLC and this report shall not be deemed an admission that he is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in such shares by virtue of certain of his immediate family members interests in The Silbermann 2012 Irrevocable Trust. As of March 31, 2019, there were 127,370,998 shares of the Companys common stock outstanding. Based on such number of total outstanding common stock of the company, the LLC holds 7.8% of the outstanding shares of the Companys common stock.

5. These securities consist of 3,091,667 Restricted Stock Units (RSUs). Each RSU represents Mr. Silbermann's right to receive one share of common stock, subject to vesting. Mr. Silbermann was granted 758,333 RSUs on September 20, 2016, which are fully vested. Mr. Silbermann was granted 2,333,334 RSUs on March 21, 2019, which will vest at a rate of 5% of the total number of RSUs at the end of each three-month period measured from April 20, 2019 (a total vesting period of five years), subject to Mr. Silbermann's continuous service through each such date.

6. All stock options are fully vested and exercisable.

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.
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