SEC Form SC 13G/A filed by Pinterest Inc. (Amendment)
$PINS
Computer Software: Programming Data Processing
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)*
Pinterest, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
72352L106
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ |
Rule 13d-1(b)
|
| ☐ |
Rule 13d-1(c)
|
| ☑ |
Rule 13d-1(d)
|
|
*
|
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
|
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
|
CUSIP No. 72352L106
|
SCHEDULE 13G
|
Page 2 of 5 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Paul Cahill Sciarra
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United States
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
37,482,615 (1)(2)
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
37,482,615 (1)(2)
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
37,482,615 (1)(2)
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
6.0% (3)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
| (1) |
Represents (i) 29,667,139 shares of Class B Common Stock of the Issuer beneficially owned by the Sciarra Management Trust, of which Paul Cahill Sciarra is trustee and, in his capacity as trustee, has voting, investment and dispositive
power over the shares beneficially owned by the trust and (ii) 7,815,476 shares of Class B Common Stock beneficially owned by the PCS Remainder Trust. Mr. Sciarra is the protector with authority to remove and replace the trustee of the PCS
Remainder Trust.
|
| (2) |
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.
|
| (3) |
Based on 586,342,235 shares of the Issuer’s Class A Common Stock outstanding as of October 24, 2023, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on October 30, 2023, plus 37,482,615 shares
of the Issuer’s Class B Common Stock that may be deemed to be beneficially owned by the reporting person as of December 31, 2023, 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.
|
|
CUSIP No. 72352L106
|
SCHEDULE 13G
|
Page 3 of 5 Pages
|
|
Item 1.
|
Issuer
|
| (a) | Name of Issuer: |
| Pinterest, Inc. (the “Issuer”) |
| (b) | Address of Issuer’s Principal Executive Offices: |
|
651 Brannan Street
San Francisco, California 94107
|
|
Item 2.
|
Filing Person
|
|
(a) – (c)
|
Name of Persons Filing; Address; Citizenship:
|
|
|
Name: Paul Cahill Sciarra
c/o Baker Hostetler LLP
1801 California Street, Suite 4400
Denver, CO 80202
Citizenship: United States
|
||
|
(d)
|
Title of Class of Securities:
|
|
|
Class A Common Stock, $0.00001 par value (the “Class A Common Stock”)
|
||
|
(e)
|
CUSIP Number:
72352L106
|
|
|
Item 3.
|
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
|
(a)
|
☐
|
Broker or dealer registered under Section 15 of the Act;
|
||
|
(b)
|
☐
|
Bank as defined in Section 3(a)(6) of the Act;
|
||
|
(c)
|
☐
|
Insurance company as defined in Section 3(a)(19) of the Act;
|
||
|
(d)
|
☐
|
Investment company registered under Section 8 of the Investment Company Act of 1940;
|
||
|
(e)
|
☐
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
||
|
(f)
|
☐
|
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
||
|
(g)
|
☐
|
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
||
|
(h)
|
☐
|
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
||
|
(i)
|
☐
|
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;
|
||
|
(j)
|
☐
|
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
|
||
|
(k)
|
☐
|
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:
|
||
|
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
|
||||
|
CUSIP No. 72352L106
|
SCHEDULE 13G
|
Page 4 of 5 Pages
|
|
Item 4.
|
Ownership.
|
|
(a) and (b)
|
The Sciarra Management Trust, of which Paul Cahill Sciarra is trustee, beneficially owns 29,667,139 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 beneficially owned by the trust. In addition, the PCS Remainder Trust beneficially owns 7,815,476 shares of Class B Common
Stock. Mr. Sciarra, in his capacity as the protector of the PCS Remainder Trust, has the authority to remove and replace the trustee of the PCS Remainder Trust and as such may be deemed to have voting, investment and dispositive power over
the shares beneficially owned 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. Accordingly, the reporting
person may be deemed to have beneficial ownership of 37,482,615 shares of Class A Common Stock, which represents approximately 6.0% of the outstanding shares of Class A Common Stock as calculated based on Rule 13d-3 of the Securities
Exchange Act of 1934.
|
|
|
(c)
|
Number of shares as to which such person has:
|
| Number of Common Stock |
|||||||||
|
Reporting Person
|
(i)
|
(ii)
|
(iii)
|
(iv)
|
|||||
|
Paul Cahill Sciarra
|
37,482,615
|
0
|
37,482,615
|
0
|
|||||
| (i) |
Sole power to vote or direct the vote
|
| (ii) |
Shared power to vote or to direct the vote
|
| (iii) |
Sole power to dispose or to direct the disposition of
|
| (iv) |
Shared power to dispose or to direct the disposition of
|
Based on 586,342,235 shares of the Issuer’s Class A Common Stock outstanding as of October 24, 2023, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission
on October 30, 2023, plus 37,482,615 shares of the Issuer’s Class B Common Stock that may be deemed to be beneficially owned by the reporting person as of December 31, 2023, 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.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following.
☐
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Not applicable.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Not applicable.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Not applicable.
|
Item 9.
|
Notice of Dissolution of Group.
|
Not applicable.
|
Item 10.
|
Certification.
|
Not applicable.
|
CUSIP No. 72352L106
|
SCHEDULE 13G
|
Page 5 of 5 Pages
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
Date: February 5, 2024
|
||
|
By:
|
/s/ Paul Cahill Sciarra
|
|
|
Paul Cahill Sciarra
|