Statement of Changes in Beneficial Ownership (4)
May 18 2021 - 6:35PM
Edgar (US Regulatory)
FORM 4
[X]
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
*
Founders Fund IV, LP |
2. Issuer Name and Ticker or Trading Symbol
Airbnb, Inc.
[
ABNB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
ONE LETTERMAN DRIVE, BUILDING D, 5TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/14/2021 |
(Street)
SAN FRANCISCO, CA 94129
(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)
___ Form filed by One Reporting Person
_
X
_ 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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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 | (1) | 5/14/2021 | | J (2) | | | 207016 | (1) | (1) | Class A Common Stock | 207016 | $0.00 (2) | 0 | D (3) | |
Class B Common Stock | (1) | 5/14/2021 | | J (2) | | | 338616 | (1) | (1) | Class A Common Stock | 338616 | $0.00 (2) | 0 | D (4) | |
Class B Common Stock | (1) | 5/14/2021 | | J (2) | | | 6847812 | (1) | (1) | Class A Common Stock | 6847812 | $0.00 (2) | 0 | D (5) | |
Class B Common Stock | (1) | 5/14/2021 | | J (2) | | | 3849874 | (1) | (1) | Class A Common Stock | 3849874 | $0.00 (2) | 0 | D (6) | |
Class B Common Stock | (1) | 5/14/2021 | | J (2) | | | 11993238 | (1) | (1) | Class A Common Stock | 11993238 | $0.00 (2) | 0 | D (7) | |
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) | Represents a pro rata distribution of shares of Class B Common Stock, without additional consideration, by the holder to its general partner and limited partners. |
(3) | Shares held by The Founders Fund II Entrepreneurs Fund, LP. |
(4) | Shares held by The Founders Fund II Principals Fund, LP. |
(5) | Shares held by The Founders Fund II, LP. |
(6) | Shares held by The Founders Fund IV Principals Fund, LP. |
(7) | Shares held by The Founders Fund IV, LP. |
Remarks: The Reporting Persons disclaim group status and neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that they have formed a group. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Founders Fund IV, LP ONE LETTERMAN DRIVE, BUILDING D 5TH FLOOR SAN FRANCISCO, CA 94129 |
| X |
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Founders Fund IV Principals Fund, LP ONE LETTERMAN DRIVE, BUILDING D 5TH FLOOR SAN FRANCISCO, CA 94129 |
| X |
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FOUNDERS FUND II ENTERPRENEURS FUND LP ONE LETTERMAN DRIVE, BUILDING D, 5TH FLO SAN FRANCISCO, CA 94129 |
| X |
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Founders Fund II Principals Fund, LP ONE LETTERMAN DRIVE, BUILDING D, 5TH FLO SAN FRANCISCO, CA 94129 |
| X |
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FOUNDERS FUND II LP ONE LETTERMAN DRIVE, BUILDING D, 5TH FLO SAN FRANCISCO, CA 94129 |
| X |
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Signatures
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The Founders Fund IV, LP, By The Founders Fund IV Management, LLC, General Partner, By /s/ Peter Thiel, Managing Member | | 5/18/2021 |
**Signature of Reporting Person | Date |
The Founders Fund IV Principals Fund, LP, By The Founders Fund IV Management, LLC, General Partner, By /s/ Peter Thiel, Managing Member | | 5/18/2021 |
**Signature of Reporting Person | Date |
The Founders Fund II Entrepreneurs Fund, LP, By The Founders Fund II Management, LLC, General Partner, By /s/ Peter Thiel, Managing Member | | 5/18/2021 |
**Signature of Reporting Person | Date |
The Founders Fund II Principals Fund, LP, By The Founders Fund II Management, LLC, General Partner, By /s/ Peter Thiel, Managing Member | | 5/18/2021 |
**Signature of Reporting Person | Date |
The Founders Fund II, LP, By The Founders Fund II Management, LLC, General Partner, By /s/ Peter Thiel, Managing Member | | 5/18/2021 |
**Signature of Reporting Person | Date |
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