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
                      
1. Name and Address of Reporting Person * JORDAN JEFFREY D 2. Issuer Name and Ticker or Trading Symbol Airbnb, Inc. [ ABNB ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 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)
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   (1) 12/14/2020    C     9688206       (1)  (1) Class A Common Stock  9688206  $0.00  9688206  I  By AH Annex Fund, L.P. (2)(3)
Class B Common Stock   (1) 12/14/2020    C     9779518       (1)  (1) Class A Common Stock  9779518  $0.00  9779518  I  By Andreessen Horowitz Fund II, L.P. (2)(4)
Class B Common Stock   (1) 12/14/2020    C     235848       (1)  (1) Class A Common Stock  235848  $0.00  235848  I  By AH Parallel Fund, L.P. (2)(5)
Series B Preferred Stock   (6) 12/14/2020    C        9056832    (6)  (6) Class B Common Stock  9056832  $0.00  0  I  By AH Annex Fund, L.P. (2)(3)
Series B Preferred Stock   (6) 12/14/2020    C        9056832    (6)  (6) Class B Common Stock  9056832  $0.00  0  I  By Andreessen Horowitz Fund II, L.P. (2)(4)
Series C Preferred Stock   (7) 12/14/2020    C        608304    (7)  (7) Class B Common Stock  631374  $0.00  0  I  By AH Annex Fund, L.P. (2)(3)
Series C Preferred Stock   (7) 12/14/2020    C        227232    (7)  (7) Class B Common Stock  235848  $0.00  0  I  By AH Parallel Fund, L.P. (2)(5)
Series C Preferred Stock   (7) 12/14/2020    C        696276    (7)  (7) Class B Common Stock  722686  $0.00  0  I  By Andreessen Horowitz Fund II, L.P. (2)(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)  Mr. Jordan is a member of the general partners of the Andreessen Horowitz Entities (as defined herein), but he disclaims the existence of a "group" and disclaims beneficial ownership of the shares held by the Andreessen Horowitz Entities and this report shall not be deemed an admission that he is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in such shares by virtue of his interest in the Andreessen Horowitz Entities, and/or the general partner entities thereof, as applicable.
(3)  These shares are held of record by AH Annex Fund, L.P. ("AH Annex Fund"). AH Equity Partners II, L.L.C. ("AH EP II") is the general partner of AH Annex Fund and has sole voting and dispositive power with regard to the shares held by AH Annex Fund. The managing members of AH EP II are Marc Andreessen and Benjamin Horowitz. Marc Andreessen and Benjamin Horowitz share voting and dispositive power with respect to the shares held by AH Annex Fund.
(4)  These shares are held of record by Andreessen Horowitz Fund II, L.P., for itself and as nominee for Andreessen Horowitz Fund II-A, L.P., Andreessen Horowitz Fund II-B, L.P. and Andreessen Horowitz Fund II-Q, L.P. (the "AH Fund II Entities"). AH EP II is the general partner of the AH Fund II Entities and has sole voting and dispositive power with regard to the shares held by the AH Fund II Entities. The managing members of AH EP II are Marc Andreessen and Benjamin Horowitz. Marc Andreessen and Benjamin Horowitz share voting and dispositive power with respect to the shares held by the AH Fund II Entities.
(5)  These shares are held of record by AH Parallel Fund, L.P. ("AH Parallel Fund" and together with AH Annex Fund and the AH Fund II Entities, the "Andreessen Horowitz Entities"). AH EP II is the general partner of AH Parallel Fund and has sole voting and dispositive power with regard to the shares held by AH Parallel Fund. The managing members of AH EP II are Marc Andreessen and Benjamin Horowitz. Marc Andreessen and Benjamin Horowitz share voting and dispositive power with respect to the shares held by AH Parallel Fund.
(6)  The Series B Preferred Stock automatically converted into shares of the Issuer's Class B Common Stock on a one-to-one basis immediately upon closing of the Issuer's initial public offering and had no expiration date.
(7)  The Series C Preferred Stock automatically converted into shares of the Issuer's Class B Common Stock on approximately a 1:1.0379 basis immediately upon closing of the Issuer's initial public offering and had no expiration date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
JORDAN JEFFREY D
888 BRANNAN STREET
SAN FRANCISCO, CA 94103
X



Signatures
/s/ Brian Savage, Attorney-in-fact 12/16/2020
**Signature of Reporting Person Date