0001062993-22-013759.txt : 20220527
0001062993-22-013759.hdr.sgml : 20220527
20220527190234
ACCESSION NUMBER: 0001062993-22-013759
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220525
FILED AS OF DATE: 20220527
DATE AS OF CHANGE: 20220527
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LEONE DOUGLAS M
CENTRAL INDEX KEY: 0001195580
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39778
FILM NUMBER: 22979753
MAIL ADDRESS:
STREET 1: C/O SEQUOIA CAPITAL
STREET 2: 2800 SAND HILL RD, SUITE 101
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GOETZ JAMES J
CENTRAL INDEX KEY: 0001219231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39778
FILM NUMBER: 22979751
MAIL ADDRESS:
STREET 1: C/O SEQUOIA CAPITAL
STREET 2: 2800 SAND HILL RD, SUITE 101
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BOTHA ROELOF
CENTRAL INDEX KEY: 0001222287
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39778
FILM NUMBER: 22979752
MAIL ADDRESS:
STREET 1: C/O SEQUOIA CAPITAL
STREET 2: 2800 SAND HILL RD, SUITE 101
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SEQUOIA CAPITAL XII A DELAWARE L P
CENTRAL INDEX KEY: 0001367770
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39778
FILM NUMBER: 22979756
BUSINESS ADDRESS:
STREET 1: C/O SEQUOIA CAPITAL
STREET 2: 2800 SAND HILL RD, SUITE 101
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 650-854-3927
MAIL ADDRESS:
STREET 1: C/O SEQUOIA CAPITAL
STREET 2: 2800 SAND HILL RD, SUITE 101
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SC US (TTGP), LTD.
CENTRAL INDEX KEY: 0001607841
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39778
FILM NUMBER: 22979759
BUSINESS ADDRESS:
STREET 1: 2800 SAND HILL RD, SUITE 101
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 650-854-3927
MAIL ADDRESS:
STREET 1: 2800 SAND HILL RD, SUITE 101
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SEQUOIA TECHNOLOGY PARTNERS XII A DELAWARE L P
CENTRAL INDEX KEY: 0001380096
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39778
FILM NUMBER: 22979755
BUSINESS ADDRESS:
STREET 1: 2800 SAND HILL RD, SUITE 101
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 650-854-3927
MAIL ADDRESS:
STREET 1: 2800 SAND HILL RD, SUITE 101
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SEQUOIA CAPITAL XII PRINCIPALS FUND LLC
CENTRAL INDEX KEY: 0001447932
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39778
FILM NUMBER: 22979754
BUSINESS ADDRESS:
STREET 1: 2800 SAND HILL RD, SUITE 101
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 650-854-3927
MAIL ADDRESS:
STREET 1: 2800 SAND HILL RD, SUITE 101
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SC US GF V Holdings, Ltd.
CENTRAL INDEX KEY: 0001552461
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39778
FILM NUMBER: 22979758
BUSINESS ADDRESS:
STREET 1: 2800 SAND HILL RD, SUITE 101
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 650-854-3927
MAIL ADDRESS:
STREET 1: 2800 SAND HILL RD, SUITE 101
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SC XII MANAGEMENT LLC
CENTRAL INDEX KEY: 0001374246
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39778
FILM NUMBER: 22979757
BUSINESS ADDRESS:
STREET 1: 2800 SAND HILL RD, SUITE 101
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 650 854-3927
MAIL ADDRESS:
STREET 1: 2800 SAND HILL RD, SUITE 101
CITY: MENLO PARK
STATE: CA
ZIP: 94025
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Airbnb, Inc.
CENTRAL INDEX KEY: 0001559720
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TO DWELLINGS & OTHER BUILDINGS [7340]
IRS NUMBER: 263051428
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 888 BRANNAN ST.
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94103
BUSINESS PHONE: 415.800.5959
MAIL ADDRESS:
STREET 1: 888 BRANNAN ST.
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94103
4
1
form4.xml
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
X0306
4
2022-05-25
0001559720
Airbnb, Inc.
ABNB
0001607841
SC US (TTGP), LTD.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK
CA
94025
0
0
1
0
0001552461
SC US GF V Holdings, Ltd.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK
CA
94025
0
0
1
0
0001374246
SC XII MANAGEMENT LLC
2800 SAND HILL ROAD, SUITE 101
MENLO PARK
CA
94025
0
0
1
0
0001367770
SEQUOIA CAPITAL XII A DELAWARE L P
2800 SAND HILL ROAD, SUITE 101
MENLO PARK
CA
94025
0
0
1
0
0001380096
SEQUOIA TECHNOLOGY PARTNERS XII A DELAWARE L P
2800 SAND HILL ROAD, SUITE 101
MENLO PARK
CA
94025
0
0
1
0
0001447932
SEQUOIA CAPITAL XII PRINCIPALS FUND LLC
2800 SAND HILL ROAD, SUITE 101
MENLO PARK
CA
94025
0
0
1
0
0001195580
LEONE DOUGLAS M
2800 SAND HILL ROAD, SUITE 101
MENLO PARK
CA
94025
0
0
1
0
0001222287
BOTHA ROELOF
2800 SAND HILL ROAD, SUITE 101
MENLO PARK
CA
94025
0
0
1
0
0001219231
GOETZ JAMES J
2800 SAND HILL ROAD, SUITE 101
MENLO PARK
CA
94025
0
0
1
0
Class A Common Stock
2022-05-25
4
C
0
12786050
0
A
13296554
I
See Footnotes
Class A Common Stock
2022-05-25
4
J
0
12786050
0
D
510504
I
See Footnotes
Class A Common Stock
2022-05-25
4
C
0
271338
0
A
271338
I
By Sequoia Grove II, LLC
Class A Common Stock
2022-05-25
4
J
0
271338
0
D
0
I
By Sequoia Grove II, LLC
Class A Common Stock
306184
I
Sequoia Capital Fund, LP
Class A Common Stock
40794
I
Sequoia Capital Fund Parallel, LLC
Class B Common Stock
2022-05-25
4
C
0
12786050
0
D
Class A Common Stock
12786050
11346597
I
See Footnotes
Class B Common Stock
2022-05-25
4
C
0
271338
0
D
Class A Common Stock
271338
91889
I
By Sequoia Grove II, LLC
Class B Common Stock
2022-05-25
4
J
0
9160742
0
A
Class A Common Stock
9160742
30557123
I
Sequoia Capital Fund, LP
Class B Common Stock
2022-05-25
4
J
0
1808182
0
A
Class A Common Stock
1808182
6034947
I
Sequoia Capital Fund Parallel, LLC
Represents the conversion of Class B Common Stock to Class A Common Stock in the following amounts: 1,760,242 shares held by SC US GF V Holdings, Ltd. ("US GF V Holdco"), 713,923 shares held by Sequoia Capital Global Growth Fund, LP ("GGF"), 24,869 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"), and 1,297,850 shares held by Sequoia Capital XII Principals Fund, LLC ("SC XII PF").
Includes shares of Class A Common Stock in the following amounts: 1,760,242 shares held by US GF V Holdco, 713,923 shares held by GGF, 24,869 shares held by GGF PF, 8,534,781 shares held by SC XII, 454,385 shares held by STP XII, 1,297,850 shares held by SC XII PF, 502,758 shares held by Sequoia Capital Global Growth Fund II, L.P. ("GGF II"), and 7,746 shares held by Sequoia Capital Global Growth II Principals Fund, L.P. ("GGF II PF").
Represents a pro rata distribution of Class A Common Stock of the Issuer to partners or members in the following amounts: 1,760,242 shares from US GF V Holdco, 713,923 shares from GGF, 24,869 shares from GGF PF, 8,534,781 shares from SC XII, 454,385 shares from STP XII, and 1,297,850 shares from SC XII PF.
Includes shares of Class A Common Stock in the following amounts: 502,758 shares held by GGF II, and 7,746 shares held by GGF II PF.
SC XII Management, LLC ("SC XII LLC") is the general partner of each of SC XII and STP XII, and the managing member of SC XII PF. As a result, SC XII LLC may be deemed to share voting and dispositive power with respect to the shares held by SC XII, SC XII PF, and STP XII. SC US (TTGP), Ltd. is: (i) the general partner of SCGF V Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P. (collectively, the "US GF V Funds"), which together own 100% of the outstanding ordinary shares of US GF V Holdco;
(cont'd) (ii) 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 (collectively, the "SC US GF VII Funds"); (iii) the general partner of SCGGF Management, L.P., which is the general partner of each of GGF and GGF PF (collectively, the "SC GGF Funds"); (iv) the general partner of SC Global Growth II Management, L.P., which is the general partner of each of GGF II and GGF II PF (collectively, the "SC GGF II Funds").
(cont'd) As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by US GF V Holdco, the SC US GF VII Funds, the SC GGF Funds, and the SC GGF II Funds. In addition, the directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to the SC GGF Funds are Douglas M. Leone and James J. Goetz, and the directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to the SC GGF II Funds are Douglas M. Leone and Roelof F. Botha. As a result, and by virtue of the relationships described in this paragraph, each such person may be deemed to share voting and dispositive power with respect to the shares held by the SC GGF Funds or the SC GGF II Funds, as applicable.
(cont'd) Each of SC US (TTGP), Ltd., SCGF V Management, L.P., SC U.S. Growth VII Management, L.P., SCGGF Management, L.P., SC Global Growth II Management, L.P., Mr. Leone, Mr. Botha and Mr. Goetz disclaims beneficial ownership of the shares held by US GF V Holdco, the SC US GF VII Funds, the SC GGF Funds, and the SC GGF II Funds, as applicable, except to the extent of its or 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. SC XII Management, LLC disclaims beneficial ownership of the shares held by the XII Funds, except to the extent of its 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.
Represents the conversion of 271,338 shares of Class B Common Stock of the Issuer to Class A Common Stock.
Represents a pro rata distribution of 271,338 shares of Class A Common Stock of the Issuer to partners and members.
Sequoia Grove Manager, LLC is the manager of Sequoia Grove II, LLC. As a result, Sequoia Grove Manager, LLC may be deemed to share beneficial ownership with respect to the shares held by Sequoia Grove II, LLC. Each of Sequoia Grove Manager, LLC and Sequoia Grove II, LLC disclaims beneficial ownership of the shares held by Sequoia Grove II, LLC except to the extent of its 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 purpose.
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"). As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by SCF and SCFP. Each of such reporting persons disclaims beneficial ownership of the shares held by SCF and SCFP, as applicable, except to the extent of its 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.
Represents a pro rata distribution of Class A 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.
Includes shares of Class B Common Stock in the following amounts: 713,924 shares held by GGF, 24,870 shares held by GGF PF, 227,044 shares held by GGF II, 3,498 shares held by GGF II PF, 82,568 shares held by GF VII, 7,675 shares held by GF VII PF, 8,534,781 shares held by SC XII, 454,385 shares held by STP XII, and 1,297,852 shares held by SC XII PF.
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.
Form 2 of 3; By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SCGF V Management, L.P., the General Partner of Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P., which together own 100% of SC US GF V Holdings, Ltd.
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd.
2022-05-27
See Remarks
2022-05-27
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC XII Management, LLC
2022-05-27
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC XII Management, LLC, the General Partner of Sequoia Capital XII, L.P.
2022-05-27
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC XII Management, LLC, the General Partner of Sequoia Technology Partners XII, L.P.
2022-05-27
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC XII Management, LLC, the Managing Member of Sequoia Capital XII Principals Fund, LLC
2022-05-27
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone
2022-05-27
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha
2022-05-27
By: /s/ Jung Yeon Son, by power of attorney for James Goetz
2022-05-27