Sec Form 13G Filing - Sciarra Paul Cahill filing for PINTEREST INC. (PINS) - 2020-03-03

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

NAME OF REPORTING PERSONS

Paul Cahill Sciarra

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(A)  ☐        (B)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

27,702,217 (1)(2)

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

27,702,217 (1)(2)

SHARED DISPOSITIVE POWER

0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

27,702,217 (1)(2)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.3% (3)

TYPE OF REPORTING PERSON

IN

Represents 27,702,217 shares of Class B Common Stock of the Issuer held by the Sciarra Management Trust, of which Paul Cahill Sciarra is trustee. Mr. Sciarra, in his capacity as trustee, has voting, investment and dispositive power over the shares held by the trust. Does not include 6,412,655 and 8,292,825 shares of Class B Common Stock held by the PCS Legacy Trust and the PCS Remainder Trust, respectively. On May 23, 2019, Mr. Sciarra relinquished all voting, investment and dispositive power over the shares held in those trusts and as such Mr. Sciarra is deemed not to be a beneficial owner of the shares held by the PCS Legacy Trust or PCS Remainder Trust and such shares are not included in the above beneficial ownership amounts.

Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the Issuer’s 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 and under certain other circumstances described in the Issuer’s certificate of incorporation.

Based on 306,232,554 shares of the Issuer’s Class A Common Stock outstanding as of October 25, 2019, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 1, 2019, plus 27,702,217 shares of the Issuer’s Class B Common Stock held by the reporting person as of December 31, 2019, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

Issuer

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Filing Person

Name of Persons Filing; Address; Citizenship:

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Broker or dealer registered under Section 15 of the Act;

Bank as defined in Section 3(a)(6) of the Act;

Insurance company as defined in Section 3(a)(19) of the Act;

Investment company registered under Section 8 of the Investment Company Act of 1940;

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Ownership.

The Sciarra Management Trust, of which Paul Cahill Sciarra is trustee, directly holds 27,702,217 shares of Class B Common Stock of the Issuer (the “Class B Common Stock”). Mr. Sciarra, in his capacity as trustee of the trust, has voting, investment and dispositive power over the shares held by the trust. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the Issuer’s 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 and under certain other circumstances described in the Issuer’s certificate of incorporation. As such, the reporting person may be deemed to have beneficial ownership of 27,702,217 shares of Class A Common Stock, which represents approximately 8.3% of the outstanding shares of Class A Common Stock as calculated based on Rule 13d-3 of the Securities Exchange Act of 1934.

Number of shares as to which such person has:

Reporting Person

Paul Cahill Sciarra

Sole power to vote or direct the vote

Shared power to vote or to direct the vote

Sole power to dispose or to direct the disposition of

Shared power to dispose or to direct the disposition of

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certification.