0001062993-22-013760.txt : 20220527 0001062993-22-013760.hdr.sgml : 20220527 20220527190255 ACCESSION NUMBER: 0001062993-22-013760 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: SC U.S. Growth VII Management, L.P. CENTRAL INDEX KEY: 0001742978 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39778 FILM NUMBER: 22979767 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: 22979768 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 VII, L.P. CENTRAL INDEX KEY: 0001656511 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39778 FILM NUMBER: 22979766 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: SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND, L.P. CENTRAL INDEX KEY: 0001656513 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39778 FILM NUMBER: 22979765 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: Sequoia Capital Fund Parallel, LLC CENTRAL INDEX KEY: 0001918157 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39778 FILM NUMBER: 22979761 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650.854.3927 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sequoia Grove Manager, LLC CENTRAL INDEX KEY: 0001863586 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39778 FILM NUMBER: 22979764 BUSINESS ADDRESS: STREET 1: SEQUOIA CAPITAL STREET 2: 2800 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-3927 MAIL ADDRESS: STREET 1: SEQUOIA CAPITAL STREET 2: 2800 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sequoia Grove II, LLC CENTRAL INDEX KEY: 0001863636 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39778 FILM NUMBER: 22979763 BUSINESS ADDRESS: STREET 1: SEQUOIA CAPITAL STREET 2: 2800 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-3927 MAIL ADDRESS: STREET 1: SEQUOIA CAPITAL STREET 2: 2800 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sequoia Capital Fund, L.P. CENTRAL INDEX KEY: 0001906948 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39778 FILM NUMBER: 22979760 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: Sequoia Capital Fund Management, L.P. CENTRAL INDEX KEY: 0001913045 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39778 FILM NUMBER: 22979762 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650.854.3927 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD, 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 0001742978 SC U.S. Growth VII Management, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001656511 SEQUOIA CAPITAL U.S. GROWTH FUND VII, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001656513 SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001863586 Sequoia Grove Manager, LLC 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001863636 Sequoia Grove II, LLC 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001913045 Sequoia Capital Fund Management, L.P. C/O SEQUOIA CAPITAL 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001918157 Sequoia Capital Fund Parallel, LLC C/O SEQUOIA CAPITAL 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001906948 Sequoia Capital Fund, L.P. C/O SEQUOIA CAPITAL 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 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 3 of 3 By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd. 2022-05-27 By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P. 2022-05-27 By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P., the General Partner of Sequoia Capital U.S. Growth Fund VII, L.P. 2022-05-27 By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P., the General Partner of Sequoia Capital U.S. Growth VII Principals Fund, L.P. 2022-05-27 By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of Sequoia Grove Manager, LLC 2022-05-27 By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of Sequoia Grove Manager, LLC, the manager of Sequoia Grove II, LLC 2022-05-27 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 Fund Management, L.P. 2022-05-27 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 Fund Management, L.P., which is the General Partner of Sequoia Capital Fund, LP 2022-05-27 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 Fund Management, L.P., which is the General Partner of Sequoia Capital Fund Parallel, LLC 2022-05-27