Statement of Changes in Beneficial Ownership (4)
December 16 2020 - 6:25PM
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
*
Chesky Brian |
2. Issuer Name and Ticker or Trading Symbol
Airbnb, Inc.
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ABNB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO and Chairman |
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(Last)
(First)
(Middle)
888 BRANNAN STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/14/2020 |
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(Street)
SAN FRANCISCO, CA 94103
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 12/14/2020 | | C | | 441177 | A | $0.00 | 12441177 | D | |
| Class A Common Stock | 12/14/2020 | | S | | 441177 | D | $68.00 | 12000000 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 | | | 441177 | (1) | (1) | Class A Common Stock | 441177 | $0.00 | 65279499 | D | |
| Class B Common Stock | $0.00 | | | | | | | (1) | (1) | Class A Common Stock | 246686 | | 246686 | I | By 2019 GRAT I |
| Class B Common Stock | $0.00 | | | | | | | (1) | (1) | Class A Common Stock | 473718 | | 473718 | I | By 2019 GRAT II |
| Class B Common Stock | $0.00 | | | | | | | (1) | (1) | Class A Common Stock | 130478 | | 130478 | I | By 2019 GRAT III |
| Class B Common Stock | $0.00 | | | | | | | (1) | (1) | Class A Common Stock | 130478 | | 130478 | I | By 2019 GRAT IV |
| Class B Common Stock | $0.00 | | | | | | | (1) | (1) | Class A Common Stock | 514314 | | 514314 | I | By 2020 GRAT A |
| Class B Common Stock | $0.00 | | | | | | | (1) | (1) | Class A Common Stock | 514314 | | 514314 | I | By 2020 GRAT B |
| Class B Common Stock | $0.00 | | | | | | | (1) | (1) | Class A Common Stock | 15266 | | 15266 | I | By 2016 Long-Term Trust |
| 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Chesky Brian
888 BRANNAN STREET
SAN FRANCISCO, CA 94103 | X | X | CEO and Chairman |
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Signatures
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| /s/ Brian Savage, Attorney-in-fact | | 12/16/2020 |
| **Signature of Reporting Person | Date |
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