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^*

JORDAN JEFFREY D

(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)

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

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)

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)
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	-⁽¹⁾	2,537,150	⁽¹⁾	I	By AH Parallel Fund, L.P.⁽²⁾⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	-⁽¹⁾	30,121,900	⁽¹⁾	I	by Andreessen Horowitz Fund II, L.P.⁽³⁾⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	-⁽¹⁾	218,957	⁽¹⁾	I	By AH Parallel Fund, L.P.⁽²⁾⁽³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	-⁽¹⁾	2,189,732	⁽¹⁾	I	by Andreessen Horowitz Fund II, L.P.⁽³⁾⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	-⁽¹⁾	2,727,297	⁽¹⁾	I	By AH Parallel Fund III, L.P.⁽³⁾⁽⁵⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	-⁽¹⁾	3,417,216	⁽¹⁾	I	By Andreessen Horowitz Fund III, L.P.⁽³⁾⁽⁶⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	-⁽¹⁾	254,551	⁽¹⁾	I	By AH Parallel Fund III, L.P.⁽³⁾⁽⁵⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	-⁽¹⁾	318,946	⁽¹⁾	I	by Andreessen Horowitz Fund III, L.P.⁽³⁾⁽⁶⁾
Series F Preferred Stock	⁽¹⁾	⁽¹⁾	-⁽¹⁾	21,776	⁽¹⁾	I	By AH Parallel Fund III, L.P.⁽³⁾⁽⁵⁾
Series F Preferred Stock	⁽¹⁾	⁽¹⁾	-⁽¹⁾	27,285	⁽¹⁾	I	by Andreessen Horowitz Fund III, L.P.⁽³⁾⁽⁶⁾
Series G Preferred Stock	⁽¹⁾	⁽¹⁾	-⁽¹⁾	1,704,021	⁽¹⁾	I	By PinAH, L.P.⁽³⁾⁽⁷⁾

Explanation of Responses:

1. All shares of preferred stock will automatically be converted on a one-for-one basis to shares of common stock of Pinterest, Inc. (the "Company") prior to the closing of the Company's initial public offering ("IPO"). Immediately thereafter but still prior to the closing of the Company's IPO, all shares of common stock will be reclassified into shares of Class B common stock, par value $0.00001 ("Class B Common Stock"), of the Company. 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 shares are held of record by AH Parallel Fund, L.P.

3. Mr. Jordan is a member of the general partners of the Andreessen Horowitz Entities, but he disclaims beneficial ownership of the shares held by the Andreessen Horowitz Entities 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 his interest in the Andreessen Horowitz Entities, and/or the general partner entities thereof, as applicable.

4. These shares are held of record by Andreessen Horowitz Fund II, L.P. for itself and as nominee for Andreessen Horowitz Fund II-A, L.P. and Andreessen Horowitz Fund II-B, L.P. (collectively, the "AH Fund II Entities").

5. These shares are held of record by AH Parallel Fund III, L.P. for itself and as nominee for AH Parallel Fund III-A, L.P., AH Parallel Fund III-B, L.P. and AH Parallel Fund III-Q, L.P. (collectively, the "AH Parallel Fund III Entities").

6. These shares are held of record by Andreessen Horowitz Fund III, L.P. for itself and as nominee for Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P. and Andreessen Horowitz Fund III-Q, L.P. (collectively, the "AH Fund III Entities").

7. These shares are held of record by PinAH, L.P. (together with AH Parallel Fund, L.P., the AH Fund II Entities, the AH Parallel Fund III Entities and the AH Fund III Entities, the "Andreessen Horowitz Entities").

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).
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