Statement of Changes in Beneficial Ownership (4)
December 14 2021 - 6:29PM
Edgar (US Regulatory)
FORM 4
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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
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1. Name and Address of Reporting Person
*
Silbermann Benjamin |
2. Issuer Name and Ticker or Trading Symbol
PINTEREST, INC.
[
PINS
]
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5. 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 |
(Last)
(First)
(Middle)
C/O PINTEREST, INC., 505 BRANNAN STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/10/2021 |
(Street)
SAN FRANCISCO, CA 94107
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock (1) | 12/10/2021 | | C(2) | | 784000 | A | $0 | 784000 | I | Benjamin and Divya Silbermann Family Trust |
Class A Common Stock (1) | 12/10/2021 | | G(3) | | 784000 | D | $0 | 0 | I | Benjamin and Divya Silbermann Family Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 7. 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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Class B common stock | (1) | 12/10/2021 | | C | | | 784000 | (1) | (1) | Class A Common Stock | 784000.0 | $0 | 38916888 | I | Benjamin and Divya Silbermann Family Trust |
Class B common stock | (1) | | | | | | | (1) | (1) | Class A Common Stock | 1758364.0 | | 1758364 (4) | D | |
Class B common stock | (1) | | | | | | | (1) | (1) | Class A Common Stock | 9960030.0 | | 9960030 | I | SFTC, LLC (5) |
Explanation of Responses: |
(1) | Each share of Class B common stock, par value $0.00001 (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 (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) | Represents the conversion of 784,000 shares of Class B Common Stock into 784,000 shares of Class A Common Stock pursuant to a conversion election made by the Reporting Person to convert shares in connection with a charitable donation of shares by the Reporting Person. |
(3) | Represents a charitable donation by the Reporting Person of shares of Class A Common Stock. |
(4) | These securities consist of 591,697 shares of Class B Common Stock and 1,166,667 previously reported RSUs. Each RSU represents the Reporting Person's right to receive one share of common stock, subject to vesting. |
(5) | Mr. Silbermann disclaims beneficial ownership of the shares held by SFTC, LLC, a Delaware limited liability company owned by The Silbermann 2012 Irrevocable Trust. 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. |
Remarks: The Power of Attorney for Mr. Benjamin Silbermann is filed as an exhibit to the Form 3/A filed by Mr. Silbermann with the Securities and Exchange Commission on April 18, 2019, which is hereby incorporated by reference. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Silbermann Benjamin C/O PINTEREST, INC. 505 BRANNAN STREET SAN FRANCISCO, CA 94107 | X | X | Chairman, President, CEO, Co-F |
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Signatures
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Monifa Clayton, Attorney-in-Fact | | 12/14/2021 |
**Signature of Reporting Person | Date |
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