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^*

Chesky Brian

(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
X	Officer (give title below)		Other (specify below)
	CEO and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2022

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	12/23/2022		C		59,169	A	⁽¹⁾	11,956,446	D
Class A Common Stock	12/23/2022		G	V	59,169	D	$0.00	11,897,277	D
Class A Common Stock								265,494	I	By 2019 Trust B

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	⁽¹⁾	12/23/2022		C			59,169	⁽¹⁾	⁽¹⁾	Class A Common Stock	59,169	$0.00	64,115,567	D
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	63,655		63,655	I	By 2016 Legacy Trust
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	15,266		15,266	I	By 2016 Long-Term Trust
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	157,311		157,311	I	By 2019 Trust
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	371,781		371,781	I	By 2019 Trust A
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	391,413		391,413	I	By 2019 GRAT II
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	331,326		331,326	I	By 2021 GRAT A
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	575,987		575,987	I	By 2021 GRAT B
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	592,687		592,687	I	By 2022 GRAT A

Explanation of Responses:

1. 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:

	/s/ Brian Savage, Attorney-in-fact	12/28/2022
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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