SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Lin Alfred

(Last)

(First)

(Middle)

888 BRANNAN STREET

(Street)

SAN FRANCISCO

94103

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/05/2022		C⁽¹⁾		2,975,439⁽¹⁾	A	$0	3,485,943⁽²⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock	08/05/2022		J⁽¹⁰⁾		3,485,943⁽³⁾	D	$0	0	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock	08/05/2022		C⁽⁸⁾		91,889⁽⁸⁾	A	$0	91,889	I	By Sequoia Grove II, LLC⁽⁶⁾
Class A Common Stock	08/05/2022		J⁽⁹⁾		91,889⁽⁹⁾	D	$0	0	I	By Sequoia Grove II, LLC⁽⁶⁾
Class A Common Stock	08/05/2022		J⁽¹⁰⁾		468,272	A	$0	774,456	I	Sequoia Capital Fund, LP⁽⁷⁾
Class A Common Stock	08/05/2022		J⁽¹⁰⁾		46,765	A	$0	87,559	I	Sequoia Capital Fund Parallel, LLC⁽⁷⁾
Class A Common Stock	08/05/2022		J⁽¹⁰⁾		4,073	D	$0	122,853	I	By estate planning vehicle
Class A Common Stock								8,775	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹¹⁾	08/05/2022		C⁽¹⁾			2,975,439⁽¹⁾	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	2,975,439	$0	8,371,160	I	See footnotes⁽⁴⁾⁽⁵⁾
Class B Common Stock	⁽¹¹⁾	08/05/2022		J⁽¹⁰⁾			8,371,160⁽¹⁰⁾	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	8,371,160	$0	0	I	See footnotes⁽⁴⁾⁽⁵⁾
Class B Common Stock	⁽¹¹⁾	08/05/2022		C⁽⁸⁾			91,889⁽⁸⁾	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	91,889	$0	0	I	By Sequoia Grove II, LLC⁽⁶⁾
Class B Common Stock	⁽¹¹⁾	08/05/2022		J⁽¹⁰⁾		8,038,703		⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	8,038,703	$0	38,595,826	I	Sequoia Capital Fund, LP⁽⁷⁾
Class B Common Stock	⁽¹¹⁾	08/05/2022		J⁽¹⁰⁾		1,526,135		⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	1,526,135	$0	7,565,967	I	Sequoia Capital Fund Parallel, LLC⁽⁷⁾
Class B Common Stock	⁽¹¹⁾	08/05/2022		J⁽¹⁰⁾			126,937	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	126,937	$0	0	I	By estate planning vehicle

Explanation of Responses:

1. Represents the conversion of Class B Common Stock to Class A Common Stock in the following amounts: 713,925 shares held by Sequoia Capital Global Growth Fund, LP ("GGF"), 24,871 shares held by Sequoia Capital Global Growth Principals Fund, LP ("GGF PF"), 8,534,781 shares held by Sequoia Capital XII, L.P. ("SC XII"), 454,385 shares held by Sequoia Technology Partners XII, L.P. ("STP XII"), 1,297,852 shares held by Sequoia Capital XII Principals Fund, LLC ("SC XII PF"), 227,044 shares held by Sequoia Capital Global Growth Fund II, L.P. ("GGF II"), 3,498 shares held by Sequoia Capital Global Growth II Principals Fund, L.P. ("GGF II PF"), 82,568 shares held by Sequoia Capital U.S. Growth Fund VII, L.P. ("US GF VII"), and 7,675 shares held by Sequoia Capital U.S. Growth VII Principals Fund, L.P. ("US GF VII PF").

2. Includes shares of Class A Common Stock in the following amounts: 713,925 shares held by GGF, 24,871 shares held by GGF PF, 8,534,781 shares held by SC XII, 454,385 shares held by STP XII, 1,297,852 shares held by SC XII PF, 729,802 shares held by GGF II, 11,244 shares held by GGF II PF, 82,568 shares held by US GF VII and 7,675 shares held by US GF VII PF.

3. Represents a pro rata distribution of Class A Common Stock of the Issuer to partners or members in the following amounts: 713,925 shares from GGF, 24,871 shares from GGF PF, 8,534,781 shares from SC XII, 454,385 shares from STP XII, 1,297,852 shares from SC XII PF, 729,802 shares from GGF II, 11,244 shares from GGF II PF, 82,568 shares from US GF VII and 7,675 shares from US GF VII PF.

4. The Reporting Person is a director and stockholder of SC US (TTGP), Ltd., which is: (i) 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; (ii) the general partner of SCGGF Management, L.P., which is the general partner of each of GGF and GGF PF; and (iii) the general partner of SC Global Growth II Management, L.P., which is the general partner of each GGF II and GGF II PF. The Reporting Person is a member of SC XII Management, LLC, which is the general partner of each of SC XII and STP XII, and the managing member of SC XII PF.

5. (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.

6. The Reporting Person is a member of Sequoia Grove II, LLC. 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.

7. The Reporting Person is a director and stockholder of SC US (TTGP), Ltd. is (i) the general partner of Sequoia Capital Fund Management, L.P., which is the general partner of each of Sequoia Capital Fund, LP ("SCF") and Sequoia Capital Fund Parallel, LLC ("SCFP"). 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.

8. Represents the conversion of 91,889 shares of Class B Common Stock of the Issuer to Class A Common Stock.

9. Represents a pro rata distribution of 91,889 shares of Class A Common Stock of the Issuer to partners and members for no consideration and includes subsequent distributions by general partners or managing members to their respective partners or members and the contribution by such partners or members to the applicable recipient fund.

10. Represents a pro rata distribution of Common Stock of the Issuer to partners or members of the applicable distributing fund for no consideration and includes subsequent distributions by general partners or managing members to their respective partners or members and the contribution by such partners or members to the applicable recipient fund.

11. 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.

	/s/ Jung Yeon Son, Attorney-in-fact for Alfred Lin	08/09/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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