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^*

Founders Fund II Management, LLC

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE, BUILDING D

5TH FLOOR

(Street)

SAN FRANCISCO

94129

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2020

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)

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)
Series B Convertible Preferred Stock	⁽¹⁾	12/14/2020		C			2,004	⁽¹⁾	⁽¹⁾	Class B Common Stock	2,004	⁽¹⁾	0	I	See footnote⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁾	12/14/2020		C			39,036	⁽¹⁾	⁽¹⁾	Class B Common Stock	39,036	⁽¹⁾	0	I	See footnote⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁾	12/14/2020		C			109,902	⁽¹⁾	⁽¹⁾	Class B Common Stock	109,902	⁽¹⁾	0	I	See footnote⁽⁴⁾
Series C Convertible Preferred Stock	⁽⁵⁾	12/14/2020		C			199,452	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	207,016	⁽⁵⁾	0	I	See footnote⁽⁶⁾
Series C Convertible Preferred Stock	⁽⁵⁾	12/14/2020		C			326,244	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	338,616	⁽⁵⁾	0	I	See footnote⁽⁷⁾
Series C Convertible Preferred Stock	⁽⁵⁾	12/14/2020		C			6,597,534	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	6,847,812	⁽⁵⁾	0	I	See footnote⁽⁸⁾
Series C Convertible Preferred Stock	⁽⁵⁾	12/14/2020		C			40,602	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	42,140	⁽⁵⁾	0	I	See footnote⁽²⁾
Series C Convertible Preferred Stock	⁽⁵⁾	12/14/2020		C			789,456	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	819,400	⁽⁵⁾	0	I	See footnote⁽³⁾
Series C Convertible Preferred Stock	⁽⁵⁾	12/14/2020		C			2,222,754	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	2,307,072	⁽⁵⁾	0	I	See footnote⁽⁴⁾
Series C Convertible Preferred Stock	⁽⁵⁾	12/14/2020		C			3,709,170	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	3,849,874	⁽⁵⁾	0	I	See footnote⁽⁹⁾
Series C Convertible Preferred Stock	⁽⁵⁾	12/14/2020		C			11,554,902	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	11,993,238	⁽⁵⁾	0	I	See footnote⁽¹⁰⁾
Class B Common Stock	⁽¹¹⁾	12/14/2020		C		44,144		⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	44,144	⁽¹¹⁾	44,144	I	See footnote⁽²⁾
Class B Common Stock	⁽¹¹⁾	12/14/2020		C		858,436		⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	858,436	⁽¹¹⁾	858,436	I	See footnote⁽³⁾
Class B Common Stock	⁽¹¹⁾	12/14/2020		C		2,416,974		⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	2,416,974	⁽¹¹⁾	2,416,974	I	See footnote⁽⁴⁾
Class B Common Stock	⁽¹¹⁾	12/14/2020		C		207,016		⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	207,016	⁽¹¹⁾	207,016	I	See footnote⁽⁶⁾
Class B Common Stock	⁽¹¹⁾	12/14/2020		C		338,616		⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	338,616	⁽¹¹⁾	338,616	I	See footnote⁽⁷⁾
Class B Common Stock	⁽¹¹⁾	12/14/2020		C		6,847,812		⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	6,847,812	⁽¹¹⁾	6,847,812	I	See footnote⁽⁸⁾
Class B Common Stock	⁽¹¹⁾	12/14/2020		C		3,849,874		⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	3,849,874	⁽¹¹⁾	3,849,874	I	See footnote⁽⁹⁾
Class B Common Stock	⁽¹¹⁾	12/14/2020		C		11,993,238		⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	11,993,238	⁽¹¹⁾	11,993,238	I	See footnote⁽¹⁰⁾

1. Name and Address of Reporting Person^*

Founders Fund II Management, LLC

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE, BUILDING D

5TH FLOOR

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Nosek Luke

(Last)

(First)

(Middle)

C/O THE FOUNDERS FUND

ONE LETTERMAN DRIVE, BUILDING D, 5TH FL

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Singerman Brian Aaron

(Last)

(First)

(Middle)

C/O THE FOUNDERS FUND

ONE LETTERMAN DRIVE, BUILDING D, 5TH FL.

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

THIEL PETER

(Last)

(First)

(Middle)

C/O THE FOUNDERS FUND

ONE LETTERMAN DRIVE, BUILDING D, 5TH FLO

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Founders Fund IV Management, LLC

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE, BUILDING D

5TH FLOOR

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each share of Series B Preferred Stock automatically converted into shares of the Issuer's Class B Common Stock, on a one-for-one basis, immediately upon the closing of the Issuer's initial public offering. The Series B Preferred Stock had no expiration date.

2. Shares held by The Founders Fund III Entrepreneurs Fund, LP ("FF-IIIE"). The Founders Fund III Management, LLC ("FF-IIIM") is the general partner of FF-IIIE and may be deemed to beneficially own the shares held by FF-IIIE. Peter Thiel and Luke Nosek have shared voting and investment power over the shares held by FF-IIIE and, accordingly, may be deemed to beneficially own the shares held by FF-IIIE. Each of Mr. Thiel and Mr. Nosek disclaims beneficial ownership in these shares except to the extent of his respective pecuniary interest therein.

3. Shares held by The Founders Fund III Principals Fund, LP ("FF-IIIP"). FF-IIIM is the general partner of FF-IIIP and may be deemed to beneficially own the shares held by FF-IIIP. Peter Thiel and Luke Nosek have shared voting and investment power over the shares held by FF-IIIP and, accordingly, may be deemed to beneficially own the shares held by FF-IIIP. Each of Mr. Thiel and Mr. Nosek disclaims beneficial ownership in these shares except to the extent of his respective pecuniary interest therein.

4. Shares held by The Founders Fund III, LP ("FF-III"). FF-IIIM is the general partner of FF-III and may be deemed to beneficially own the shares held by FF-III. Peter Thiel and Luke Nosek have shared voting and investment power over the shares held by FF-III and, accordingly, may be deemed to beneficially own the shares held by FF-III. Each of Mr. Thiel and Mr. Nosek disclaims beneficial ownership in these shares except to the extent of his respective pecuniary interest therein.

5. The Series C Preferred Stock automatically converted on a one-for-one basis, subject to adjustment pursuant to the anti-dilution provisions relating to the Series C Preferred Stock, into Class B Common Stock upon the closing of the Issuer's initial public offering.

6. Shares held by The Founders Fund II Entrepreneurs Fund, LP ("FF-IIE"). The Founders Fund II Management, LLC ("FF-IIM") is the general partner of FF-IIE and may be deemed to beneficially own the shares held by FF-IIE. Peter Thiel and Luke Nosek have shared voting and investment power over the shares held by FF-IIE and, accordingly, may be deemed to beneficially own the shares held by FF-IIE. Each of FF-IIM, Mr. Thiel and Mr. Nosek disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein.

7. Shares held by The Founders Fund II Principals Fund, LP ("FF-IIP"). FF-IIM is the general partner of FF-IIP and may be deemed to beneficially own the shares held by FF-IIP. Peter Thiel and Luke Nosek have shared voting and investment power over the shares held by FF-IIP and, accordingly, may be deemed to beneficially own the shares held by FF-IIP. Each of FF-IIM, Mr. Thiel and Mr. Nosek disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein.

8. Shares held by The Founders Fund II, LP ("FF-II"). FF-IIM is the general partner of FF-II and may be deemed to beneficially own the shares held by FF-II. Peter Thiel and Luke Nosek have shared voting and investment power over the shares held by FF-II and, accordingly, may be deemed to beneficially own the shares held by FF-II. Each of FF-IIM, Mr. Thiel and Mr. Nosek disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein.

9. Shares held by The Founders Fund IV Principals Fund, LP ("FF-IVP"). The Founders Fund IV Management, LLC ("FF-IVM") is the general partner of FF-IVP and may be deemed to beneficially own the shares held by FF-IVP. Peter Thiel and Brian Singerman have shared voting and investment power over the shares held by FF-IVP and, accordingly, may be deemed to beneficially own the shares held by FF-IVP. Each of FFIVM, Mr. Thiel and Mr. Singerman disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein.

10. Shares held by The Founders Fund IV, LP ("FF-IV"). FF-IVM is the general partner of FF-IV and may be deemed to beneficially own the shares held by FF-IV. Peter Thiel and Brian Singerman have shared voting and investment power over the shares held by FF-IV and, accordingly, may be deemed to beneficially own the shares held by FF-IV. Each of FF-IVM, Mr. Thiel and Mr. Singerman disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein.

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.

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.

	The Founders Fund II Management, LLC, By: /s/ Peter Thiel, Managing Member	12/16/2020
	/s/ Luke Nosek	12/16/2020
	/s/ Brian A. Singerman	12/16/2020
	/s/ Peter Thiel	12/16/2020
	The Founders Fund IV Management, LLC, By: /s/ Peter Thiel, Managing Member	12/16/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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