Filing Details
- Accession Number:
- 0001506293-22-000165
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2022-12-14 19:24:46
- Reporting Period:
- 2022-12-12
- Accepted Time:
- 2022-12-14 19:24:46
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1506293 | Pinterest Inc. | PINS | Services-Computer Programming, Data Processing, Etc. (7370) | 263607129 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1773914 | Benjamin Silbermann | C/O Pinterest, Inc. 505 Brannan Street San Francisco CA 94107 | Executive Chairman, Co-F | Yes | Yes | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2022-12-12 | 150,000 | $0.00 | 150,000 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2022-12-12 | 150,000 | $23.37 | 0 | No | 4 | S | Direct | |
| Class A Common Stock | Acquisiton | 2022-12-13 | 150,000 | $0.00 | 150,000 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2022-12-13 | 64,100 | $25.96 | 85,900 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2022-12-13 | 85,900 | $26.43 | 0 | No | 4 | S | Direct | |
| Class A Common Stock | Acquisiton | 2022-12-14 | 150,000 | $0.00 | 150,000 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2022-12-14 | 150,000 | $26.88 | 0 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Direct | |
| No | 4 | S | Direct | |
| No | 4 | C | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct | |
| No | 4 | C | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class B Common Stock | Stock Option | Disposition | 2022-12-12 | 150,000 | $0.00 | 150,000 | $1.88 |
| Class A Common Stock | Class B common stock | Acquisiton | 2022-12-12 | 150,000 | $0.00 | 150,000 | $0.00 |
| Class A Common Stock | Class B common stock | Disposition | 2022-12-12 | 150,000 | $0.00 | 150,000 | $0.00 |
| Class B Common Stock | Stock Option | Disposition | 2022-12-13 | 150,000 | $0.00 | 150,000 | $1.88 |
| Class A Common Stock | Class B common stock | Acquisiton | 2022-12-13 | 150,000 | $0.00 | 150,000 | $0.00 |
| Class A Common Stock | Class B common stock | Disposition | 2022-12-13 | 150,000 | $0.00 | 150,000 | $0.00 |
| Class B Common Stock | Stock Option | Disposition | 2022-12-14 | 150,000 | $0.00 | 150,000 | $1.88 |
| Class A Common Stock | Class B common stock | Acquisiton | 2022-12-14 | 150,000 | $0.00 | 150,000 | $0.00 |
| Class A Common Stock | Class B common stock | Disposition | 2022-12-14 | 150,000 | $0.00 | 150,000 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 971,112 | 2023-04-24 | No | 4 | M | Direct | |
| 1,676,534 | No | 4 | M | Direct | ||
| 1,526,534 | No | 4 | C | Direct | ||
| 821,112 | 2023-04-24 | No | 4 | M | Direct | |
| 1,676,534 | No | 4 | M | Direct | ||
| 1,526,534 | No | 4 | C | Direct | ||
| 671,112 | 2023-04-24 | No | 4 | M | Direct | |
| 1,676,534 | No | 4 | M | Direct | ||
| 1,526,534 | No | 4 | C | Direct |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Class B common stock | $0.00 | 38,916,888 | 38,916,888 | Indirect | ||
| Class A Common Stock | Class B common stock | $0.00 | 9,960,030 | 9,960,030 | Indirect |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 38,916,888 | 38,916,888 | Indirect | |
| 9,960,030 | 9,960,030 | Indirect |
Footnotes
- 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.
- Represents the conversion of 150,000 shares of Class B Common Stock into 150,000 shares of Class A Common Stock pursuant to a conversion election made by the Reporting Person to convert shares in connection with sales to be effected pursuant to a Rule 10b5-1 trading plan.
- The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.
- The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $22.9600 to $23.8550 per share. The Reporting Person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $25.1800 to $26.2250 per share. The Reporting Person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $26.2300 to $26.7350 per share. The Reporting Person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $26.0650 to $26.8800 per share. The Reporting Person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- All stock options are fully vested and exercisable.
- These securities consist of 976,533 shares of Class B common stock and 700,001 previously reported Restricted Stock Units (RSUs). Each RSU represents the Reporting Person's right to receive one share of common stock, subject to vesting.
- These securities consist of 826,533 shares of Class B common stock and 700,001 previously reported Restricted Stock Units (RSUs). Each RSU represents the Reporting Person's right to receive one share of common stock, subject to vesting.
- 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.
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