FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Levine Jeremy S.
2. Issuer Name and Ticker or Trading Symbol

PINTEREST, INC. [ PINS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O PINTEREST, INC., 505 BRANNAN STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

5/22/2020
(Street)

SAN FRANCISCO, CA 94107
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Class A Common Stock 5/22/2020  A  13440 (1)A$0 1465925 (2)(3)(4)(5)D (6) 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) These securities consist of 13,440 Restricted Stock Units (RSUs) that were granted on May 22, 2020. Each RSU represents the Reporting Person's right to receive one share of Class A common stock, par value $0.00001 (Class A Common Stock), subject to vesting. The RSUs will vest in full on the earlier of (i) May 22, 2021, or (ii) the date immediately prior to the Company's next regular annual shareholders meeting, in either case, subject to the Reporting Person's continued service as a non-employee director of the Company through such date.
(2) These securities consist of 1,452,485 Class A Common Stock and 13,440 RSUs.
(3) Includes 644,671 shares of Class A Common Stock received by the Reporting Person in one or more pro rata distributions-in-kind from Bessemer Venture Partners VII L.P. ("BVP VII"), Bessemer Venture Partners VII Institutional L.P. ("BVP VII Inst") BVP Special Opportunity Fund VII L.P. ("BVP VII SOF"), Deer VII & Co. Ltd. ("Deer VII Ltd."), and Deer VII L.P. ("Deer VII LP" and together with BVP VII, BVP VII Inst, BVP VII SOF, and Deer VII Ltd.", the "BVP VII Funds"), on November 4, 2019, which distributions were made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
(4) Includes 476,747 shares of Class A Common Stock received by the Reporting Person in one or more pro rata distributions-in-kind from the BVP VII Funds, on February 10, 2020 which distributions were made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
(5) Includes 321,396 shares of Class A Common Stock received by the Reporting Person in one or more pro rata distributions-in-kind from the BVP VII Funds, on May 7, 2020 which distributions were made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
(6) The Reporting Person has agreed to assign to Deer Management Co. LLC the right to any shares issuable pursuant to the RSUs or any proceeds from the sale thereof.

Remarks:
The Power of Attorney for Mr. Jeremy S. Levine is filed as an exhibit to the Form 3 filed by Mr. Levine with the Securities and Exchange Commission on April 17, 2019, which is hereby incorporated by reference.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Levine Jeremy S.
C/O PINTEREST, INC.
505 BRANNAN STREET
SAN FRANCISCO, CA 94107
X



Signatures
Monifa Clayton, Attorney-in-Fact5/27/2020
**Signature of Reporting PersonDate

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