Statement of Changes in Beneficial Ownership (4)
December 16 2020 - 06:25PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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1. Name
and Address of Reporting Person * Lin Alfred |
2. Issuer Name and Ticker or Trading
Symbol Airbnb, Inc. [ ABNB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
(Last)
(First)
(Middle)
888 BRANNAN STREET |
3. Date of Earliest Transaction (MM/DD/YYYY)
12/14/2020
|
(Street)
SAN FRANCISCO, CA 94103
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Class B Common Stock |
$0.00 |
12/14/2020 |
|
C |
|
81164598 |
|
(1) |
(1) |
Class A Common Stock |
81164598 |
$0.00 |
81277532 |
I |
See footnotes (2)(3)(4) |
Series Seed Preferred Stock |
$0.00 |
12/14/2020 |
|
C |
|
|
60549864 |
(5) |
(5) |
Class B Common Stock |
60549864 |
$0.00 |
0 |
I |
See footnotes (2)(3)(4) |
Series A Preferred Stock |
$0.00 |
12/14/2020 |
|
C |
|
|
8837568 |
(5) |
(5) |
Class B Common Stock |
8837568 |
$0.00 |
0 |
I |
See footnotes (2)(3)(4) |
Series B Preferred Stock |
$0.00 |
12/14/2020 |
|
C |
|
|
90564 |
(5) |
(5) |
Class B Common Stock |
90564 |
$0.00 |
0 |
I |
See footnotes (2)(3)(4) |
Series C Preferred Stock |
$0.00 |
12/14/2020 |
|
C |
|
|
5875512 |
(5) |
(5) |
Class B Common Stock |
6098400 |
$0.00 |
0 |
I |
See footnotes (2)(3)(4) |
Series D Preferred Stock |
$0.00 |
12/14/2020 |
|
C |
|
|
3684324 |
(5) |
(5) |
Class B Common Stock |
3684324 |
$0.00 |
0 |
I |
See footnotes (2)(3)(4) |
Series E Preferred Stock |
$0.00 |
12/14/2020 |
|
C |
|
|
612280 |
(5) |
(5) |
Class B Common Stock |
612280 |
$0.00 |
0 |
I |
See footnotes (2)(3)(4) |
Series F Preferred Stock |
$0.00 |
12/14/2020 |
|
C |
|
|
1291598 |
(5) |
(5) |
Class B Common Stock |
1291598 |
$0.00 |
0 |
I |
See footnotes (2)(3)(4) |
Explanation of
Responses: |
(1) |
The Class B Common Stock is
convertible at any time at the option of the holder into the
Issuer's Class A Common Stock on a one-to-one basis. The Class B
Common Stock will automatically convert into shares of the Issuer's
Class A Common Stock on a one-to-one basis upon the earlier of (a)
any transfer of the Class B Common Stock by the holder, whether or
not for value, subject to certain exceptions, (b) the date and
time, or the occurrence of an event, specified by vote or written
consent of the holders of at least 80% of the outstanding shares of
Class B common stock at the time of such vote or consent, voting as
a separate series or (c) the 20-year anniversary of the closing of
the Issuer's initial public offering. |
(2) |
Following the transactions
reported herein, includes shares of Class B Common Stock in the
following amounts: 6,098,400 shares held by SC US GF V Holdings,
Ltd. ("US GF V Holdco"), 4,285,190 shares held by Sequoia Capital
Global Growth Fund, LP ("GGF"), 124,348 shares held by Sequoia
Capital Global Growth Principals Fund, LP ("GGF PF"), 60,716,820
shares held by Sequoia Capital XII, L.P. ("SC XII"), 6,489,252
shares held by Sequoia Capital XII Principals Fund, LLC ("SC XII
PF"), 2,271,924 shares held by Sequoia Technology Partners XII,
L.P. ("STP XII"), 1,073,834 shares held by Sequoia Capital Global
Growth Fund II, L.P. ("GGF II"), 13,262 shares held by Sequoia
Capital Global Growth II Principals Fund, L.P. ("GGF II PF")
192,006 shares held by Sequoia Capital U.S. Growth Fund VII, L.P.
("US GF VII") and 12,496 shares held by Sequoia Capital U.S. Growth
VII Principals Fund, L.P. ("US GF VII PF"). |
(3) |
The Reporting Person is a
director and stockholder of SC US (TTGP), Ltd., which is: (i) the
general partner of SCGF V Management, L.P., which is the general
partner of Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia
Capital USGF Principals Fund V, L.P., which together own 100% of
the outstanding ordinary shares of US GF V Holdco; (ii) the general
partner of SC U.S. Growth VII Management, L.P., which is the
general partner of each of US GF VII and US GF VII PF; (iii) the
general partner of SCGGF Management, L.P., which is the general
partner of each of GGF and GGF PF; and (iv) the general partner of
SC Global Growth II Management, L.P., which is the general partner
of each GGF II and GGF II PF. SC XII Management, LLC is the general
partner of each of SC XII and STP XII, and the managing member of
SC XII PF. |
(4) |
(cont'd) The Reporting
Person disclaims beneficial ownership of these securities except to
the extent of his pecuniary interest therein, and the inclusion of
these securities in this report shall not be deemed an admission of
beneficial ownership of the reported securities for purposes of
Section 16 or for any other purposes. |
(5) |
Each share of Preferred
Stock, other than any share of Series C Preferred Stock,
automatically converted on a one-for-one basis into Class B Common
Stock upon the closing of the Issuers initial public offering. The
Series C Preferred Stock automatically converted on a one-for-one
basis, subject to adjustment pursuant to the anti-dilution
provisions relating to the Series C Preferred Stock, into Class B
Common Stock upon the closing of the Issuer's initial public
offering. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Lin Alfred
888 BRANNAN STREET
SAN FRANCISCO, CA 94103 |
X |
X |
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Signatures
|
/s/ Brian Savage,
Attorney-in-fact |
|
12/16/2020 |
**Signature of Reporting
Person |
Date |