Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)
Under the Securities Exchange Act of 1934
AIRBNB, INC.
(Name of Issuer)
Class A common stock, $0.0001 par value per share
(Title of Class of Securities)
009066101
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) | |
| ¨ | Rule 13d-1(c) | |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 009066101 | Page 2 of 15 Pages |
| 1. |
Name of Reporting Persons
The Founders Fund II, LP |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 3. | SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization
Delaware |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
0% |
| 12. |
Type of Reporting Person (See Instructions)
PN |
| CUSIP No. 009066101 | Page 3 of 15 Pages |
| 1. |
Name of Reporting Persons
The Founders Fund II Entrepreneurs Fund, LP |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 3. | SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization
Delaware |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
0% |
| 12. |
Type of Reporting Person (See Instructions)
PN |
0;
| CUSIP No. 009066101 | Page 4 of 15 Pages |
| 1. |
Name of Reporting Persons
The Founders Fund II Principals Fund, LP |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 3. | SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization
Delaware |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
0% |
| 12. |
Type of Reporting Person (See Instructions)
PN |
| CUSIP No. 009066101 | Page 5 of 15 Pages |
| 1. |
Name of Reporting Persons
The Founders Fund II Management, LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 3. | SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization
Delaware |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
0% |
| 12. |
Type of Reporting Person (See Instructions)
OO |
| CUSIP No. 009066101 | Page 6 of 15 Pages |
| 1. |
Name of Reporting Persons
The Founders Fund III, LP |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 3. | SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization
Delaware |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
0% |
| 12. |
Type of Reporting Person (See Instructions)
PN |
| CUSIP No. 009066101 | Page 7 of 15 Pages |
| 1. |
Name of Reporting Persons
The Founders Fund III Entrepreneurs Fund, LP |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 3. | SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization
Delaware |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
0% |
| 12. |
Type of Reporting Person (See Instructions)
PN |
| CUSIP No. 009066101 | Page 8 of 15 Pages |
| 1. |
Name of Reporting Persons
The Founders Fund III Principals Fund, LP |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 3. | SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization
Delaware |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
0% |
| 12. |
Type of Reporting Person (See Instructions)
PN |
| CUSIP No. 009066101 | Page 9 of 15 Pages |
| 1. |
Name of Reporting Persons
The Founders Fund III Management, LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 3. | SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization
Delaware |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
0% |
| 12. |
Type of Reporting Person (See Instructions)
OO |
| CUSIP No. 009066101 | Page 10 of 15 Pages |
| 1. |
Name of Reporting Persons
The Founders Fund IV, LP |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 3. | SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization
Delaware |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
0% |
| 12. |
Type of Reporting Person (See Instructions)
PN |
| CUSIP No. 009066101 | Page 11 of 15 Pages |
| 1. |
Name of Reporting Persons
The Founders Fund IV Principals Fund, LP |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 3. | SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization
Delaware |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. | Percent of Class Represented by Amount in Row (9)
0% |
| 12. | Type of Reporting Person (See Instructions)
PN |
| CUSIP No. 009066101 | Page 12 of 15 Pages |
| 1. |
Name of Reporting Persons
The Founders Fund IV Management, LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 3. | SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization
Delaware |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. | Percent of Class Represented by Amount in Row (9)
0% |
| 12. | Type of Reporting Person (See Instructions)
OO |
| CUSIP No. 009066101 | Page 13 of 15 Pages |
| Item 1(a) | Name of Issuer |
Airbnb, Inc.
| Item 1(b) | Address of Issuer's Principal Executive Offices |
888 Brannan Street
San Francisco, California 94103
| Item 2(a) | Name of Person Filing |
This Statement on Schedule 13G has been filed on behalf of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):
| 1. | The Founders Fund II, LP | |
| 2. | The Founders Fund II Entrepreneurs Fund, LP | |
| 3. | The Founders Fund II Principals Fund, LP | |
| 4. | The Founders Fund II Management, LLC | |
| 5. | The Founders Fund III, LP | |
| 6. | The Founders Fund III Entrepreneurs Fund, LP | |
| 7. | The Founders Fund III Principals Fund, LP | |
| 8. | The Founders Fund III Management, LLC | |
| 9. | The Founders Fund IV, LP | |
| 10. | The Founders Fund IV Principals Fund, LP | |
| 11. | The Founders Fund IV Management, LLC |
| Item 2(b) | Address of Principal Business Office or, if none, Residence |
The address of each of the Reporting Persons is:
| c/o | The Founders Fund One Letterman Drive Building D, Suite 500 San Francisco, California 94129 |
| Item 2(c) | Citizenship |
| 1. | The Founders Fund II, LP is organized in Delaware | |
| 2. | The Founders Fund II Entrepreneurs Fund, LP is organized in Delaware | |
| 3. | The Founders Fund II Principals Fund, LP is organized in Delaware | |
| 4. | The Founders Fund II Management, LLC is organized in Delaware | |
| 5. | The Founders Fund III, LP is organized in Delaware | |
| 6. | The Founders Fund III Entrepreneurs Fund, LP is organized in Delaware | |
| 7. | The Founders Fund III Principals Fund, LP is organized in Delaware | |
| 8. | The Founders Fund III Management, LLC is organized in Delaware | |
| 9. | The Founders Fund IV, LP is organized in Delaware | |
| 10. | The Founders Fund IV Principals Fund, LP is organized in Delaware | |
| 11. | The Founders Fund IV Management, LLC is organized in Delaware |
| Item 2(d) | Title of Class of Securities |
Class A common stock, $0.0001 par value per share
| Item 2(e) | CUSIP Number |
009066101
| Item 3 |
Not applicable.
| CUSIP No. 009066101 | Page 14 of 15 Pages |
| Item 4 | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1
(a) Amount beneficially owned: See Row 9 of pages 2-12
(b) Percent of class: See Row 11 of pages 2-12
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: See Row 5 of pages 2-12
(ii) Shared power to vote or to direct the vote: See Row 6 of pages 2-12
(iii) Sole power to dispose or to direct the disposition of: See Row 7 of pages 2-12
(iv) Shared power to dispose or to direct the disposition of: See Row 8 of pages 2-12
| Item 5 | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. x
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company |
Not applicable.
| Item 8 | Identification and Classification of Members of the Group |
The Reporting Persons are filing this Schedule 13G jointly, but not as members of a group, and each expressly disclaims membership in a group.
| Item 9 | Notice of Dissolution of Group |
Not applicable.
| Item 10 | Certification |
Not applicable.
| CUSIP No. 009066101 | Page 15 of 15 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2022
| The Founders Fund II, LP | ||
| The Founders Fund II Entrepreneurs Fund, LP | ||
| The Founders Fund II Principals Fund, LP | ||
| By: The Founders Fund II Management, LLC | ||
| Their: General Partner | ||
| By: | /s/ Peter Thiel | |
| Name: Peter Thiel | ||
| Title: Managing Member | ||
| The Founders Fund II Management, LLC | ||
| By: | /s/ Peter Thiel | |
| Name: Peter Thiel | ||
| Title: Managing Member | ||
| The Founders Fund III, LP | ||
| The Founders Fund III Entrepreneurs Fund, LP | ||
| The Founders Fund III Principals Fund, LP | ||
| By: The Founders Fund III Management, LLC | ||
| Their: General Partner | ||
| By: | /s/ Peter Thiel | |
| Name: Peter Thiel | ||
| Title: Managing Member | ||
| The Founders Fund III Management, LLC | ||
| By: | /s/ Peter Thiel | |
| Name: Peter Thiel | ||
| Title: Managing Member | ||
| The Founders Fund IV, LP | ||
| The Founders Fund IV Principals Fund, LP | ||
| By: The Founders Fund IV Management, LLC | ||
| Their: General Partner | ||
| By: | /s/ Peter Thiel | |
| Name: Peter Thiel | ||
| Title: Managing Member | ||
| The Founders Fund IV Management, LLC | ||
| By: | /s/ Peter Thiel | |
| Name: Peter Thiel | ||
| Title: Managing Member | ||
EXHIBITS
| A: | Joint Filing Agreement (previously filed and incorporated by reference) |