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*
Sciarra Paul Cahill

(Last) (First) (Middle)
PO BOX 427344

(Street)
SAN FRANCISCO CA 94142

(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 X 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock (1) (1) Class B Common Stock(1) 27,702,217(2) $0.00(1) I See footnote(2)
Common Stock (1) (1) Class B Common Stock(1) 14,705,480(3) $0.00(1) I See footnote(3)
Explanation of Responses:
1. Immediately prior to the closing of the Issuer's initial public offering (the "IPO"), all shares of common stock will be reclassified into shares of Class B Common Stock, par value $0.00001 (the "Class B Common Stock"), of the Issuer in an exempt transaction pursuant to Rules 16b-6 and 16b-7. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the Class A Common Stock, par value $0.00001, of the Issuer (the "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 by the Sciarra Management Trust (the "Management Trust"), of which Paul Cahill Sciarra ("Mr. Sciarra"") is trustee. Mr. Sciarra, in his capacity as trustee, has voting, investment and dispositive power over the shares held by the Management Trust. Mr. Sciarra disclaims Section 16 beneficial ownership of the securities held by the Management Trust except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Sciarra is the beneficial owner of such securities for Section 16 or any other purpose.
3. These shares are held by the PCS Legacy Trust (the "Legacy Trust") and the PCS Remainder Trust (the "Remainder Trust") in the amount of 6,412,655 shares and 8,292,825 shares, respectively. Mr. Sciarra is a co-investment adviser to each of the Legacy Trust and the Remainder Trust and as of the date of this report had voting, investment and dispositive power over the shares held by each such trust. On May 23, 2019, Mr. Sciarra will relinquish all such voting, investment and dispositive power over the shares held in these trusts. Mr. Sciarra disclaims Section 16 beneficial ownership of the securities held by the Legacy Trust and the Remainder Trust except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Sciarra is the beneficial owner of such securities for Section 16 or any other purpose.
Remarks:
/s/ Paul Cahill Sciarra 11/12/2019
** 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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