Jeremy S. Levine - Aug 10, 2021 Form 4 Insider Report for PINTEREST, INC. (PINS)

Role
Director
Signature
Monifa Clayton, Attorney-in-Fact
Stock symbol
PINS
Transactions as of
Aug 10, 2021
Transactions value $
$0
Form type
4
Date filed
8/12/2021, 08:48 PM
Previous filing
Jun 2, 2021
Next filing
Jun 1, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PINS Common Stock Sale $0 0 $0.00* 0 Aug 10, 2021 See Footnote F1, F2
holding PINS Class A Common Stock 1.18M Aug 10, 2021 Direct F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On August 10, 2021 Bessemer Venture Partners VII L.P. ("BVP VII"), Bessemer Venture Partners VII Institutional L.P. ("BVP VII Inst") and BVP Special Opportunity Fund VII L.P. ("BVP VII SOF" and together with BVP VII, and BVP VII Inst, the "BVP VII Funds") sold 3,424, 1,498, and 5,779, respectively, shares of Class A Common Stock of Pinterest (the "BVP VII Fund Shares"). The BVP VII Fund Shares were sold in multiple executions at a price per share ranging from $57.19 to $57.30, with an average execution price per share of $57.24. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding such individual executions. After the reported transaction, none of the BVP VII Funds held any shares of Class A Common Stock of the Issuer.
F2 Jeremy Levine is a director of Pinterest and is a director of Deer VII & Co. Ltd. ("Deer VII Ltd."), which is the general partner of Deer VII LP, which is the general partner of the BVP VII Funds (together with Deer VII Ltd. and Deer VII LP, the "BVP VII Entities"). Mr. Levine serves as a representative of the BVP VII Entities on the Board of Directors of Pinterest. Mr. Levine disclaims beneficial ownership of the securities held by the BVP VII Funds, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer VII Ltd, his interest in Deer VII LP and his indirect limited partnership interest in the BVP VII Funds.
F3 These securities consist of 1,173,530 shares of Class A common stock, par value $0.00001 (Class A Common Stock) and 3,981 Restricted Stock Unit (RSUs). Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock, subject to vesting.
F4 Includes 152,609 shares of Class A Common Stock received by the Reporting Person in one or more pro rata distributions-in-kind from the BVP Entities), on August 10, 2021, 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.
F5 The Reporting Person has agreed to assign 23,111 shares of Class A common stock to Deer Management Co. LLC as well as 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.