Statement of Ownership (sc 13g)
February 16 2021 - 5:15PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
(Amendment No. )
Under
the Securities Exchange Act of 1934
|
Class A common stock, $0.0001 par value per share
|
|
(Title of Class of Securities)
|
|
(Date of Event Which Requires Filing of This Statement)
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Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
*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).
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CUSIP No. 009066101
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Page 2 of 19 Pages
|
|
1.
|
Name of Reporting Persons
The Founders Fund II, LP
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
x
|
|
3.
|
SEC USE ONLY
|
|
4.
|
Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
|
6.
|
Shared Voting Power
6,847,812 (1)
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|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
6,847,812 (1)
|
|
9.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
6,847,812 (1)
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
11.
|
Percent of Class Represented by Amount
in Row (9)
6.2% (2)
|
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
|
|
(1)
|
Consists of Class A common stock of the Issuer issuable
upon conversion of Class B common stock held by the reporting person.
|
|
|
(2)
|
This percentage is calculated pursuant to Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 103,682,548 outstanding shares
of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported
in the Issuer’s final prospectus, dated December 9,2020, as filed with the Securities and Exchange Commission on December 11,
2020. The reported shares represent 1.1% of the total common stock of the Issuer.
|
|
CUSIP No. 009066101
|
Page 3 of 19 Pages
|
|
1.
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Name of Reporting Persons
The Founders Fund II Entrepreneurs Fund, LP
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
x
|
|
3.
|
SEC USE ONLY
|
|
4.
|
Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
|
6.
|
Shared Voting Power
207,016 (1)
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
207,016 (1)
|
|
9.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
207,016 (1)
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
11.
|
Percent of Class Represented by Amount
in Row (9)
0.2% (2)
|
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
|
|
(1)
|
Consists of Class A common stock of the Issuer issuable
upon conversion of Class B common stock held by the reporting person.
|
|
|
(2)
|
This percentage is calculated pursuant to Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 103,682,548 outstanding shares
of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported
in the Issuer’s final prospectus, dated December 9,2020, as filed with the Securities and Exchange Commission on December 11,
2020. The reported shares represent less than 0.1% of the total common stock of the Issuer.
|
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CUSIP No. 009066101
|
Page 4 of 19 Pages
|
|
1.
|
Name of Reporting Persons
The Founders Fund II Principals Fund, LP
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
x
|
|
3.
|
SEC USE ONLY
|
|
4.
|
Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
|
6.
|
Shared Voting Power
338,616 (1)
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
338,616 (1)
|
|
9.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
338,616 (1)
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
11.
|
Percent of Class Represented by Amount
in Row (9)
0.3% (2)
|
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
|
|
(1)
|
Consists of Class A common stock of the Issuer issuable
upon conversion of Class B common stock held by the reporting person.
|
|
|
(2)
|
This percentage is calculated pursuant to Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 103,682,548 outstanding shares
of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported
in the Issuer’s final prospectus, dated December 9,2020, as filed with the Securities and Exchange Commission on December 11,
2020. The reported shares represent 0.1% of the total common stock of the Issuer.
|
|
CUSIP No. 009066101
|
Page 5 of 19 Pages
|
|
1.
|
Name of Reporting Persons
The Founders Fund II Management, LLC
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
x
|
|
3.
|
SEC USE ONLY
|
|
4.
|
Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
|
6.
|
Shared Voting Power
7,393,444 (1)
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
7,393,444 (1)
|
|
9.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
7,393,444 (1)
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
11.
|
Percent of Class Represented by Amount
in Row (9)
6.7% (2)
|
|
12.
|
Type of Reporting Person (See Instructions)
OO
|
|
|
(1)
|
Consists of Class A common stock of the Issuer issuable
upon conversion of Class B common stock held by The Founders Fund II, LP, The Founders Fund II Entrepreneurs Fund, LP and
The Founders Fund II Principals Fund, LP. The reporting person is the general partner of these partnerships and may be deemed
to beneficially own the shares held by such partnerships.
|
|
|
(2)
|
This percentage is calculated pursuant to Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 103,682,548 outstanding shares
of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported
in the Issuer’s final prospectus, dated December 9,2020, as filed with the Securities and Exchange Commission on December 11,
2020. The reported shares represent 1.2% of the total common stock of the Issuer.
|
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CUSIP No. 009066101
|
Page 6 of 19 Pages
|
|
1.
|
Name of Reporting Persons
The Founders Fund III, LP
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
x
|
|
3.
|
SEC USE ONLY
|
|
4.
|
Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
|
6.
|
Shared Voting Power
2,416,974 (1)
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
2,416,974 (1)
|
|
9.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
2,416,974 (1)
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
11.
|
Percent of Class Represented by Amount
in Row (9)
2.3% (2)
|
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
|
|
(1)
|
Consists of Class A common stock of the Issuer issuable
upon conversion of Class B common stock held by the reporting person.
|
|
|
(2)
|
This percentage is calculated pursuant to Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 103,682,548 outstanding shares
of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported
in the Issuer’s final prospectus, dated December 9,2020, as filed with the Securities and Exchange Commission on December 11,
2020. The reported shares represent 0.4% of the total common stock of the Issuer.
|
|
CUSIP No. 009066101
|
Page 7 of 19 Pages
|
|
1.
|
Name of Reporting Persons
The Founders Fund III Entrepreneurs Fund, LP
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
x
|
|
3.
|
SEC USE ONLY
|
|
4.
|
Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
|
6.
|
Shared Voting Power
44,144 (1)
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
44,144 (1)
|
|
9.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
44,144 (1)
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
11.
|
Percent of Class Represented by Amount
in Row (9)
Less than 0.1% (2)
|
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
|
|
(1)
|
Consists of Class A common stock of the Issuer issuable
upon conversion of Class B common stock held by the reporting person.
|
|
|
(2)
|
This percentage is calculated pursuant to Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 103,682,548 outstanding shares
of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported
in the Issuer’s final prospectus, dated December 9,2020, as filed with the Securities and Exchange Commission on December 11,
2020. The reported shares represent less than 0.1% of the total common stock of the Issuer.
|
|
CUSIP No. 009066101
|
Page 8 of 19 Pages
|
|
1.
|
Name of Reporting Persons
The Founders Fund III Principals Fund, LP
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
x
|
|
3.
|
SEC USE ONLY
|
|
4.
|
Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
|
6.
|
Shared Voting Power
858,436 (1)
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
858,436 (1)
|
|
9.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
858,436 (1)
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
11.
|
Percent of Class Represented by Amount
in Row (9)
0.8% (2)
|
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
|
|
(1)
|
Consists of Class A common stock of the Issuer issuable
upon conversion of Class B common stock held by the reporting person.
|
|
|
(2)
|
This percentage is calculated pursuant to Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 103,682,548 outstanding shares
of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported
in the Issuer’s final prospectus, dated December 9,2020, as filed with the Securities and Exchange Commission on December 11,
2020. The reported shares represent 0.1% of the total common stock of the Issuer.
|
|
CUSIP No. 009066101
|
Page 9 of 19 Pages
|
|
1.
|
Name of Reporting Persons
The Founders Fund III Management, LLC
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
x
|
|
3.
|
SEC USE ONLY
|
|
4.
|
Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
|
6.
|
Shared Voting Power
3,319,554 (1)
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
3,319,554 (1)
|
|
9.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
3,319,554 (1)
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
11.
|
Percent of Class Represented by Amount
in Row (9)
3.1% (2)
|
|
12.
|
Type of Reporting Person (See Instructions)
OO
|
|
|
(1)
|
Consists of Class A common stock of the Issuer issuable
upon conversion of Class B common stock held by The Founders Fund III, LP, The Founders Fund III Entrepreneurs Fund, LP and
The Founders Fund III Principals Fund, LP. The reporting person is the general partner of these partnerships and may be deemed
to beneficially own the shares held by such partnerships.
|
|
|
(2)
|
This percentage is calculated pursuant to Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 103,682,548 outstanding shares
of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported
in the Issuer’s final prospectus, dated December 9,2020, as filed with the Securities and Exchange Commission on December 11,
2020. The reported shares represent 0.6% of the total common stock of the Issuer.
|
|
CUSIP No. 009066101
|
Page 10 of 19 Pages
|
|
1.
|
Name of Reporting Persons
The Founders Fund IV, LP
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
x
|
|
3.
|
SEC USE ONLY
|
|
4.
|
Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
|
6.
|
Shared Voting Power
11,993,238 (1)
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
11,993,238 (1)
|
|
9.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
11,993,238 (1)
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
11.
|
Percent of Class Represented by Amount
in Row (9)
10.4% (2)
|
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
|
|
(1)
|
Consists of Class A common stock of the Issuer issuable
upon conversion of Class B common stock held by the reporting person.
|
|
|
(2)
|
This percentage is calculated pursuant to Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 103,682,548 outstanding shares
of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported
in the Issuer’s final prospectus, dated December 9,2020, as filed with the Securities and Exchange Commission on December 11,
2020. The reported shares represent 2.0% of the total common stock of the Issuer.
|
|
CUSIP No. 009066101
|
Page 11 of 19 Pages
|
|
1.
|
Name of Reporting Persons
The Founders Fund IV Principals Fund, LP
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
x
|
|
3.
|
SEC USE ONLY
|
|
4.
|
Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
|
6.
|
Shared Voting Power
3,849,874 (1)
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
3,849,874 (1)
|
|
9.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
3,849,874 (1)
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
11.
|
Percent of Class Represented by Amount
in Row (9)
3.6% (2)
|
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
|
|
(1)
|
Consists of Class A common stock of the Issuer issuable
upon conversion of Class B common stock held by the reporting person.
|
|
|
(2)
|
This percentage is calculated pursuant to Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 103,682,548 outstanding shares
of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported
in the Issuer’s final prospectus, dated December 9,2020, as filed with the Securities and Exchange Commission on December 11,
2020. The reported shares represent 0.6% of the total common stock of the Issuer.
|
|
CUSIP No. 009066101
|
Page 12 of 19 Pages
|
|
1.
|
Name of Reporting Persons
The Founders Fund IV Management, LLC
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
x
|
|
3.
|
SEC USE ONLY
|
|
4.
|
Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
|
6.
|
Shared Voting Power
15,843,112 (1)
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
15,843,112 (1)
|
|
9.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
15,843,112 (1)
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
11.
|
Percent of Class Represented by Amount
in Row (9)
13.3% (2)
|
|
12.
|
Type of Reporting Person (See Instructions)
OO
|
|
|
(1)
|
Consists of Class A common stock of the Issuer issuable
upon conversion of Class B common stock held by The Founders Fund IV, LP and The Founders Fund IV Principals Fund, LP. The
reporting person is the general partner of these partnerships and may be deemed to beneficially own the shares held by such partnerships.
|
|
|
(2)
|
This percentage is calculated pursuant to Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 103,682,548 outstanding shares
of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported
in the Issuer’s final prospectus, dated December 9,2020, as filed with the Securities and Exchange Commission on December 11,
2020. The reported shares represent 2.6% of the total common stock of the Issuer.
|
|
CUSIP No. 009066101
|
Page 13 of 19 Pages
|
|
1.
|
Name of Reporting Persons
Peter Thiel
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
x
|
|
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
0
|
|
6.
|
Shared Voting Power
26,556,110 (1)
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
26,556,110 (1)
|
|
9.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
26,556,110 (1)
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
11.
|
Percent of Class Represented by Amount
in Row (9)
20.4% (2)
|
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
|
|
(1)
|
Consists of Class A common stock of the Issuer issuable upon conversion of Class B
common stock that may be deemed to be beneficially owned by The Founders Fund II Management, LLC, The Founders Fund III
Management, LLC and The Founders Fund IV Management, LLC. The reporting person is a managing member of each of The Founders
Fund II Management, LLC, The Founders Fund III Management, LLC and The Founders Fund IV Management, LLC and shares voting and
dispositive power over such shares.
|
|
|
(2)
|
This percentage is calculated pursuant to Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 103,682,548 outstanding shares
of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported
in the Issuer’s final prospectus, dated December 9,2020, as filed with the Securities and Exchange Commission on December 11,
2020. The reported shares represent 4.4% of the total common stock of the Issuer.
|
|
CUSIP No. 009066101
|
Page 14 of 19 Pages
|
|
1.
|
Name of Reporting Persons
Luke Nosek
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
x
|
|
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
0
|
|
6.
|
Shared Voting Power
10,712,998 (1)
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
10,712,998 (1)
|
|
9.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
10,712,998 (1)
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
11.
|
Percent of Class Represented by Amount
in Row (9)
9.4% (2)
|
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
|
|
(1)
|
Consists of Class A common stock of the Issuer issuable upon conversion of Class B
common stock that may be deemed to be beneficially owned by The Founders Fund II Management, LLC and The Founders Fund III
Management, LLC. The reporting person is a managing member of each of The Founders Fund II Management, LLC and The Founders
Fund III Management, LLC and shares voting and dispositive power over such shares.
|
|
|
(2)
|
This percentage is calculated pursuant to Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 103,682,548 outstanding shares
of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported
in the Issuer’s final prospectus, dated December 9,2020, as filed with the Securities and Exchange Commission on December 11,
2020. The reported shares represent 1.8% of the total common stock of the Issuer.
|
|
CUSIP No. 009066101
|
Page 15 of 19 Pages
|
|
1.
|
Name of Reporting Persons
Brian Singerman
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
x
|
|
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
0
|
|
6.
|
Shared Voting Power
15,843,112 (1)
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
15,843,112 (1)
|
|
9.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
15,843,112 (1)
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
11.
|
Percent of Class Represented by Amount
in Row (9)
13.3% (2)
|
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
|
|
(1)
|
Consists of Class A common stock of the Issuer issuable upon conversion of Class B
common stock that may be deemed to be beneficially owned by The Founders Fund IV Management, LLC. The reporting person is a
managing member of The Founders Fund IV Management, LLC and shares voting and dispositive power over such shares.
|
|
|
(2)
|
This percentage is calculated pursuant to Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 103,682,548 outstanding shares
of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported
in the Issuer’s final prospectus, dated December 9,2020, as filed with the Securities and Exchange Commission on December 11,
2020. The reported shares represent 2.6% of the total common stock of the Issuer.
|
|
CUSIP No. 009066101
|
Page 16 of 19 Pages
|
Airbnb, Inc.
|
|
Item 1(b)
|
Address of Issuer's Principal Executive Offices
|
888
Brannan Street
San Francisco,
California 94103
|
|
Item 2(a)
|
Name of Person Filing
|
This Statement on Schedule 13G has been filed on behalf
of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):
|
|
1.
|
The Founders Fund II, LP
|
|
|
2.
|
The Founders Fund II Entrepreneurs Fund, LP
|
|
|
3.
|
The Founders Fund II Principals Fund, LP
|
|
|
4.
|
The Founders Fund II Management, LLC
|
|
|
5.
|
The Founders Fund III, LP
|
|
|
6.
|
The Founders Fund III Entrepreneurs Fund, LP
|
|
|
7.
|
The Founders Fund III Principals Fund, LP
|
|
|
8.
|
The Founders Fund III Management, LLC
|
|
|
9.
|
The Founders Fund IV, LP
|
|
|
10.
|
The Founders Fund IV Principals Fund, LP
|
|
|
11.
|
The Founders Fund IV Management, LLC
|
|
|
Item 2(b)
|
Address of Principal Business Office or, if none, Residence
|
The address for Luke Nosek is:
5606 Craggy Pt
Austin, TX 78731
The address of each of the other Reporting Persons
is:
c/o The Founders Fund
One Letterman Drive Building D, Suite 500
San Francisco, California 94129
|
|
1.
|
The Founders Fund II, LP is organized in Delaware
|
|
|
2.
|
The Founders Fund II Entrepreneurs Fund, LP is organized in Delaware
|
|
|
3.
|
The Founders Fund II Principals Fund, LP is organized in Delaware
|
|
|
4.
|
The Founders Fund II Management, LLC is organized in Delaware
|
|
|
5.
|
The Founders Fund III, LP is organized in Delaware
|
|
|
6.
|
The Founders Fund III Entrepreneurs Fund, LP is organized in Delaware
|
|
|
7.
|
The Founders Fund III Principals Fund, LP is organized in Delaware
|
|
|
8.
|
The Founders Fund III Management, LLC is organized in Delaware
|
|
|
9.
|
The Founders Fund IV, LP is organized in Delaware
|
|
|
10.
|
The Founders Fund IV Principals Fund, LP is organized in Delaware
|
|
|
11.
|
The Founders Fund IV Management, LLC is organized in Delaware
|
|
|
12.
|
Peter Thiel is a United States citizen
|
|
|
13.
|
Luke Nosek is a United States citizen
|
|
|
14.
|
Brian Singerman is a United States citizen
|
|
|
Item 2(d)
|
Title of Class of Securities
|
Class A
common stock, $0.0001 par value per share
|
CUSIP No. 009066101
|
Page 17 of 19 Pages
|
009066101
Not applicable.
Provide the following information
regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1
(a) Amount beneficially
owned: See Row 9 of pages 2-15
(b) Percent of class: See
Row 11 of pages 2-15
(c) Number of shares as
to which the person has:
(i) Sole power
to vote or to direct the vote: See Row 5 of pages 2-15
(ii) Shared power
to vote or to direct the vote: See Row 6 of pages 2-15
(iii) Sole power
to dispose or to direct the disposition of: See Row 7 of pages 2-15
(iv) Shared power
to dispose or to direct the disposition of: See Row 8 of pages 2-15
|
|
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 person has 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
|
Not applicable.
|
|
Item
8
|
Identification
and Classification of Members of the Group
|
The Reporting Persons are filing
this Schedule 13G jointly, but not as members of a group, and each expressly disclaims membership in a group.
|
|
Item
9
|
Notice
of Dissolution of Group
|
Not applicable.
Not applicable.
|
CUSIP No. 009066101
|
Page 18 of 19 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.
|
|
The Founders Fund II, LP
|
|
|
The
Founders Fund II Entrepreneurs Fund, LP
|
|
|
The
Founders Fund II Principals Fund, LP
|
|
|
By: The Founders Fund II Management, LLC
|
|
|
Their: General Partner
|
|
|
Name: Peter Thiel
|
|
|
Title: Managing Member
|
|
|
The Founders Fund II Management, LLC
|
|
|
Name: Peter Thiel
|
|
|
Title: Managing Member
|
|
|
The Founders Fund III, LP
|
|
|
The
Founders Fund III Entrepreneurs Fund, LP
|
|
|
The
Founders Fund III Principals Fund, LP
|
|
|
By: The Founders Fund III Management, LLC
|
|
|
Their: General Partner
|
|
|
Name: Peter Thiel
|
|
|
Title: Managing Member
|
|
|
The Founders Fund III Management, LLC
|
|
|
Name: Peter Thiel
|
|
|
Title: Managing Member
|
|
|
The Founders Fund IV, LP
|
|
|
The
Founders Fund IV Principals Fund, LP
|
|
|
By: The Founders Fund IV Management, LLC
|
|
|
Their: General Partner
|
|
|
Name: Peter Thiel
|
|
|
Title: Managing Member
|
|
|
The Founders Fund IV Management, LLC
|
|
|
Name: Peter Thiel
|
|
|
Title: Managing Member
|
|
|
/s/ Peter Thiel
|
|
|
Peter Thiel
|
|
|
|
|
|
/s/ Luke Nosek
|
|
|
Luke
Nosek
|
|
|
|
|
|
/s/ Brian Singerman
|
|
|
Brian
Singerman
|
EXHIBITS
|
A:
|
Joint Filing Agreement
|
|
CUSIP No. 009066101
|
Page 19 of 19 Pages
|
EXHIBIT A: JOINT FILING AGREEMENT
In accordance with
Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf
of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A common stock of
Airbnb, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly
authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees
that this joint filing agreement may be signed in counterparts.
In evidence whereof,
the undersigned have caused this Agreement to be executed on their behalf this 16th day of February, 2021.
|
|
The Founders Fund II, LP
|
|
|
The
Founders Fund II Entrepreneurs Fund, LP
|
|
|
The
Founders Fund II Principals Fund, LP
|
|
|
By: The Founders Fund II Management, LLC
|
|
|
Their: General Partner
|
|
|
Name: Peter Thiel
|
|
|
Title: Managing Member
|
|
|
The Founders Fund II Management, LLC
|
|
|
Name: Peter Thiel
|
|
|
Title: Managing Member
|
|
|
The Founders Fund III, LP
|
|
|
The
Founders Fund III Entrepreneurs Fund, LP
|
|
|
The
Founders Fund III Principals Fund, LP
|
|
|
By: The Founders Fund III Management, LLC
|
|
|
Their: General Partner
|
|
|
Name: Peter Thiel
|
|
|
Title: Managing Member
|
|
|
The Founders Fund III Management, LLC
|
|
|
Name: Peter Thiel
|
|
|
Title: Managing Member
|
|
|
The Founders Fund IV, LP
|
|
|
The
Founders Fund IV Principals Fund, LP
|
|
|
By: The Founders Fund IV Management, LLC
|
|
|
Their: General Partner
|
|
|
Name: Peter Thiel
|
|
|
Title: Managing Member
|
|
|
The Founders Fund IV Management, LLC
|
|
|
Name: Peter Thiel
|
|
|
Title: Managing Member
|
|
|
/s/ Peter Thiel
|
|
|
Peter Thiel
|
|
|
|
|
|
/s/ Luke Nosek
|
|
|
Luke
Nosek
|
|
|
|
|
|
/s/ Brian Singerman
|
|
|
Brian
Singerman
|
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