Yang Tseli Lily's Form 4/A amendment
AmendedPinterest, Inc. (PINS) · filed Oct 15, 2021
- Accession no.
- 0001506293-21-000220
- Filed
- Oct 15, 2021
- Trade date
- Sep 21, 2021
- Filing delay
- 24 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Sep 23, 2021
This filing lists 4 non-derivative transactions and 2 derivative transactions. Open-market sales total $309.8K. It was filed 24 days after the trade.
This amendment replaces 0001506293-21-000212 (filed Sep 23, 2021).
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Yang Tseli LilyCIK 0001654271 | Officer (Chief Accounting Officer) |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 21, 2021 | Class A Common Stock | CConversionAcquired | +3,390 | $0.00 | $0 | 62,648 | Direct | |
| Sep 21, 2021 | Class A Common Stock | SSaleDisposed | −4,615 | $51.74F5 | −$238,780.1 | 58,033 | Direct | |
| Sep 21, 2021 | Class A Common Stock | SSaleDisposed | −1,361 | $52.20F7 | −$71,044.2 | 56,672 | Direct | |
| Sep 21, 2021 | Class A Common Stock | CConversionAcquired | +2,962 | $0.00 | $0 | 59,634 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 21, 2021 | Class A Common Stock | CConversionDisposed | −3,390 | $0.00 | $0 | 123,893 | Direct | |
| Sep 21, 2021 | Class A Common Stock | CConversionDisposed | −2,962 | $0.00 | $0 | 120,931 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
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.
- F2
Represents the conversion of 3,390 shares of Class B Common Stock into 3,390 shares of Class A Common Stock in connection with sales to be effected to satisfy tax withholding and remittance obligations in connection with the vesting and settlement of previously reported Restricted Stock Units (RSUs), as described below.
- F3
These securities consist of 8,235 shares of Class A Common Stock and an additional 54,413 previously reported Class A Restricted Stock Units (Class A RSUs). Each Class A RSU represents the Reporting Person's right to receive one share of Class A Common Stock, subject to vesting.
- F4
Represents the number of shares required to be sold by the Reporting Person to cover tax withholding and remittance obligations in connection with the vesting and settlement of previously reported RSUs. This sale is mandated by the Company's election under its equity incentive plans to require the satisfaction of tax withholding and remittance obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.
- F5
The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $51.3900 to $51.9900 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.
Referenced by the price of 1 transaction in Table I.
- F6
These securities consists of 3,620 shares of Class A Common Stock and an additional 54,413 previously reported Class A RSUs.
- F7
The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $52.0100 to $52.5100 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.
Referenced by the price of 1 transaction in Table I.
- F8
These securities consists of 2,259 shares of Class A Common Stock and an additional 54,413 previously reported Class A RSUs.
- F9
Represents the conversion of 2,962 shares of Class B Common Stock into 2,962 shares of Class A Common Stock, in connection with the Reporting Person's irrevocable election to voluntarily convert all of the Reporting Person's Class B Common Stock into Class A Common Stock.
- F10
This amendment to Form 4 is being filed to reflect the Reporting Person's irrevocable election, made on September 21, 2021, to voluntarily convert all of the Reporting Person's Class B Common Stock into Class A Common Stock, which had not been reflected in the original Form 4 filing due to an administrative error.
- F11
These securities consist of 5,221 shares of Class A Common Stock and an additional 54,413 previously reported Class A RSUs.
- F12
These securities consist of 2,962 shares of Class B Common Stock and an additional 120,931 previously reported Class B Restricted Stock Units (Class B RSUs). Each Class B RSU represents the Reporting Person's right to receive one share of Class B Common Stock, subject to vesting.
- F13
These securities consist of 120,931 previously reported Class B RSUs.
Remarks
The Power of Attorney for Ms. Lily Yang is filed as an exhibit to the Form 3 filed by Ms. Yang with the Securities and Exchange Commission on April 17, 2019, which is hereby incorporated by reference.