0001062993-22-005977.txt : 20220228 0001062993-22-005977.hdr.sgml : 20220228 20220228220006 ACCESSION NUMBER: 0001062993-22-005977 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220224 FILED AS OF DATE: 20220228 DATE AS OF CHANGE: 20220228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEQUOIA CAPITAL USGF PRINCIPALS FUND V, L.P. CENTRAL INDEX KEY: 0001528063 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39778 FILM NUMBER: 22693637 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 U.S. GROWTH FUND V, L.P. CENTRAL INDEX KEY: 0001528109 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39778 FILM NUMBER: 22693638 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 GLOBAL GROWTH FUND, L.P. CENTRAL INDEX KEY: 0001535198 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39778 FILM NUMBER: 22693644 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 GLOBAL GROWTH PRINCIPALS FUND, L.P. CENTRAL INDEX KEY: 0001540748 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39778 FILM NUMBER: 22693643 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 GLOBAL GROWTH II PRINCIPALS FUND, L.P. CENTRAL INDEX KEY: 0001656516 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39778 FILM NUMBER: 22693640 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-3927 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SC Global Growth II Management, L.P. CENTRAL INDEX KEY: 0001743989 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39778 FILM NUMBER: 22693642 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6508543927 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD, 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: 22693646 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: SCGGF MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001611362 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39778 FILM NUMBER: 22693645 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 GLOBAL GROWTH FUND II, L.P. CENTRAL INDEX KEY: 0001656515 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39778 FILM NUMBER: 22693641 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-3927 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCGF V Management, L.P. CENTRAL INDEX KEY: 0001552459 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39778 FILM NUMBER: 22693639 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 2022-02-24 0001559720 Airbnb, Inc. ABNB 0001607841 SC US (TTGP), LTD. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001611362 SCGGF MANAGEMENT, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001535198 SEQUOIA CAPITAL GLOBAL GROWTH FUND, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001540748 SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001743989 SC Global Growth II Management, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001656515 SEQUOIA CAPITAL GLOBAL GROWTH FUND II, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001656516 SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001552459 SCGF V Management, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001528109 SEQUOIA CAPITAL U.S. GROWTH FUND V, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001528063 SEQUOIA CAPITAL USGF PRINCIPALS FUND V, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 Class A Common Stock 2022-02-24 4 C 0 5952965 0 A 6807093 I See Footnotes Class A Common Stock 2022-02-24 4 J 0 6165517 0 D 641576 I See Footnotes Class A Common Stock 2022-02-24 4 C 0 79641 0 A 102367 I By Sequoia Grove II, LLC Class A Common Stock 2022-02-24 4 J 0 93139 0 D 9228 I By Sequoia Grove II, LLC Class A Common Stock 2022-02-24 4 J 0 188708 0 A 188708 I Sequoia Capital Fund, LP Class A Common Stock 2022-02-24 4 J 0 24736 0 A 24736 I Sequoia Capital Fund Parallel, LLC Class A Common Stock 2022-02-27 4 C 0 12190503 0 A 12832079 I See Footnotes Class A Common Stock 2022-02-27 4 J 0 12321575 0 D 510504 I See Footnotes Class A Common Stock 2022-02-27 4 C 0 186378 0 A 195606 I By Sequoia Grove II, LLC Class A Common Stock 2022-02-27 4 J 0 195606 0 D 0 I By Sequoia Grove II, LLC Class A Common Stock 2022-02-27 4 J 0 117476 0 A 306184 I Sequoia Capital Fund, LP Class A Common Stock 2022-02-27 4 J 0 16058 0 A 40794 I Sequoia Capital Fund Parallel, LLC Class B Common Stock 2022-02-24 4 C 0 5952965 D Class A Common Stock 5952965 48644727 I See Footnotes Class B Common Stock 2022-02-24 4 C 0 79641 D Class A Common Stock 79641 735881 I By Sequoia Grove II, LLC Class B Common Stock 2022-02-24 4 J 0 4134886 A Class A Common Stock 4134886 4134886 I Sequoia Capital Fund, LP Class B Common Stock 2022-02-24 4 J 0 1152770 A Class A Common Stock 1152770 1152770 I Sequoia Capital Fund Parallel, LLC Class B Common Stock 2022-02-27 4 C 0 12190503 D Class A Common Stock 12190503 36454221 I See Footnotes Class B Common Stock 2022-02-27 4 C 0 186378 D Class A Common Stock 186378 549503 I By Sequoia Grove II, LLC Class B Common Stock 2022-02-27 4 J 0 8529706 A Class A Common Stock 8529706 12664592 I Sequoia Capital Fund, LP Class B Common Stock 2022-02-27 4 J 0 2334931 A Class A Common Stock 2334931 3487701 I Sequoia Capital Fund Parallel, LLC Represents the conversion of Class B Common Stock to Class A Common Stock in the following amounts: 440,061 shares from SC US GF V Holdings, Ltd. ("US GF V Holdco"), 356,961 shares from Sequoia Capital Global Growth Fund, LP ("GGF"), 12,435 shares from Sequoia Capital Global Growth Principals Fund, LP ("GGF PF"), 4,267,391 shares from Sequoia Capital XII, L.P. ("SC XII"), 227,192 shares from Sequoia Technology Partners XII, L.P. ("STP XII"), 648,925 shares from Sequoia Capital XII Principals Fund, LLC ("SC XII PF"). Includes shares of Class A Common Stock in the following amounts: 781,245 shares held by Sequoia Capital Global Growth Fund II, L.P. ("GGF II"), 14,848 shares held by Sequoia Capital Global Growth II Principals Fund, L.P. ("GGF II PF"), 51,345 shares held by Sequoia Capital U.S. Growth Fund VII, L.P. ("US GF VII"), 6,690 shares held by Sequoia Capital U.S. Growth VII Principals Fund, L.P. ("US GF VII PF"), 440,061 shares held by US GF V Holdco, 356,961 shares held by GGF, 12,435 shares held by GGF PF, 4,267,391 shares held by SC XII, 227,192 shares held by STP XII and 648,925 shares held by SC XII PF. Represents a distribution of Class A Common Stock of the Issuer to partners or members in the following amounts: 182,451 shares from GGF II, 5,622 shares from GGF II, 20,642 shares from GF VII, 3,837 shares from US GF VII PF, 440,061 shares from US GF V Holdco, 356,961 shares from GGF, 12,435 shares from GGF PF, 4,267,391 shares from SC XII, 227,192 shares from STP XII and 648,925 shares from SC XII PF. Includes shares of Class A Common Stock in the following amounts: 598,794 shares held by GGF II, 9,226 shares held by GGF II PF, 30,703 shares held by US GF VII and 2,853 shares held by US GF VII PF. SC XII Management, LLC (SC XII LLC) is the general partner of each of Sequoia Capital XII, L.P. (SC XII) and Sequoia Technology Partners XII, L.P. (STP XII), and the managing member of Sequoia Capital XII Principals Fund, LLC (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 SC US GF V Holdings, Ltd. (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 Sequoia Capital Global Growth Fund, L.P. (GGF) and Sequoia Capital Global Growth Principals Fund, L.P. (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); and (v) the general partner of SC U.S. Venture 2010 Management, L.P., which is the general partner of USV 2010-seed. (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, the SC GGF II Funds and USV 2010-seed. 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., SC U.S. Venture 2010 Management, L.P., Mr. Leone, Mr. Botha and Mr. Goetz disclaims beneficial ownership of the shares held by US GF V Holdco, the GFVII Funds, the SC GGF Funds, the SC GGF II Funds, and USV 2010-seed 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. 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 the reporting persons disclaims beneficial ownership of the shares held by SCF and SCFP, as applicable, except to the extent of his or 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 79,641 shares of Class B Common Stock of the Issuer to Class A Common Stock. Represents a distribution of 93,139 shares of Class A Common Stock of the Issuer to partners and members. The Issuer's Class B Common Stock is convertible into the Issuer's Class A Common Stock on a one-for-one basis at the Reporting Person's election and has no expiration date. Includes shares of Class B Common Stock in the following amounts: 860,812 shares held by GGF II, 13,262 shares held by GGF II PF, 134,433 shares held by US GF VII, 12,496 shares held by US GF VII PF, 3,520,486 shares held by US GF V Holdco, 2,855,694 shares held by GGF, 99,478 shares held by GGF PF, 34,139,124 shares held by SC XII, 1,817,540 shares held by STP XII and 5,191,402 shares held by SC XII PF. 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. Represents the conversion of Class B Common Stock to Class A Common Stock in the following amounts: 880,122 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, 1,297,850 shares from SC XII PF, 268,866 shares from GGF II, 4,142 shares from GGF II PF, 10,581 shares from US GF VII and 984 shares from US GF VII PF. Includes shares of Class A Common Stock in the following amounts: 880,122 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, 867,660 shares held by GGF II, 13,368 shares held by GGF II PF, 41,284 shares held by US GF VII and 3,837 shares held by US GF VII PF. Represents a distribution of Class A Common Stock of the Issuer to partners or members in the following amounts: 880,122 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, 1,297,850 shares from SC XII PF, 364,902 shares from GGF II, 5,622 shares from GGF II PF, 41,284 shares from US GF VII and 3,837 shares from US GF VII 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. Represents the conversion of 186,378 shares of Class B Common Stock of the Issuer to Class A Common Stock. Represents a distribution of 195,606 shares of Class A Common Stock of the Issuer to partners and members. Form 1 of 3 By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd. 2022-02-28 By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SCGGF Management, L.P. 2022-02-28 By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SCGGF Management, L.P., the General Partner of Sequoia Capital Global Growth Fund, L.P. 2022-02-28 By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SCGGF Management, L.P., the General Partner of Sequoia Capital Global Growth Principals Fund, L.P. 2022-02-28 By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of Sequoia Capital Global Growth II Management, L.P. 2022-02-28 By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of Sequoia Capital Global Growth II Management, L.P., the General Partner of Sequoia Capital Global Growth Fund II, L.P. 2022-02-28 By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of Sequoia Capital Global Growth II Management, L.P., the General Partner of Sequoia Capital Global Growth II Principals Fund, L.P. 2022-02-28 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 LP 2022-02-28 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 LP, the General Partner of Sequoia Capital U.S. Growth Fund V, LP 2022-02-28 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 LP, the General Partner of Sequoia Capital USGF Principals Fund V, L.P. 2022-02-28