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.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
☒ 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).
SCHEDULE 13G
| CUSIP No. 009066101 |
Page 2 of 13 Pages |
| (1) |
Names of reporting persons
Greylock XIII Limited Partnership | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (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 | |||||
SCHEDULE 13G
| CUSIP No. 009066101 |
Page 3 of 13 Pages |
| (1) |
Names of reporting persons
Greylock XIII-A Limited Partnership | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (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 | |||||
SCHEDULE 13G
| CUSIP No. 009066101 |
Page 4 of 13 Pages |
| (1) |
Names of reporting persons
Greylock XIII GP LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (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 | |||||
SCHEDULE 13G
| CUSIP No. 009066101 |
Page 5 of 13 Pages |
| (1) |
Names of reporting persons
William W. Helman | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
United States | |||||
| 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)
IN | |||||
SCHEDULE 13G
| CUSIP No. 009066101 |
Page 6 of 13 Pages |
| (1) |
Names of reporting persons
Aneel Bhusri | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
0 | |||||
| (7) | Sole dis positive 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)
IN | |||||
SCHEDULE 13G
| CUSIP No. 009066101 |
Page 7 of 13 Pages |
| (1) |
Names of reporting persons
Donald A. Sullivan | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
United States | |||||
| 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)
IN | |||||
SCHEDULE 13G
| CUSIP No. 009066101 |
Page 8 of 13 Pages |
| (1) |
Names of reporting persons
David Sze | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
United States | |||||
| 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)
IN | |||||
SCHEDULE 13G
| CUSIP No. 009066101 |
Page 9 of 13 Pages |
| Item 1(a) | Name of Issuer: |
Airbnb, Inc.
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
888 Brannan Street
San Francisco, CA 94103
| Item 2(a) | Name of Person Filing: |
The reporting persons are:
(i) Greylock XIII Limited Partnership;
(ii) Greylock XIII-A Limited Partnership;
(iii) Greylock XIII GP LLC, the General Partner of Greylock XIII Limited Partnership and Greylock XIII-A Limited Partnership;
(iv) William W. Helman, a managing member of Greylock XIII GP LLC;
(v) Aneel Bhusri, a managing member of Greylock XIII GP LLC;
(vi) Donald A. Sullivan, a managing member of Greylock XIII GP LLC; and
(vii) David Sze, a managing member of Greylock XIII GP LLC.
| Item 2(b) | Address of Principal Business Office or, if None, Residence: |
The address of each of the reporting persons is:
2550 Sand Hill Road, Suite 200
Menlo Park, CA 94025
| Item 2(c) | Citizenship: |
(i) Greylock XIII Limited Partnership, a Delaware limited partnership;
(ii) Greylock XIII-A Limited Partnership, a Delaware limited partnership;
(iii) Greylock XIII GP LLC, a Delaware limited liability company;
(iv) William W. Helman, a U.S. citizen;
(v) Aneel Bhusri, a U.S. citizen;
(vi) Donald A. Sullivan, a U.S. citizen; and
(vii) David Sze, a U.S. citizen.
| Item 2(d) | Title of Class of Securities: |
This Schedule 13G report relates to the Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), of Airbnb, Inc.
| Item 2(e) | CUSIP Number: |
009066101
| Page 10 of 13 Pages |
| Item 3 | Description of Person Filing: |
Not applicable.
SCHEDULE 13G
| CUSIP No. 009066101 |
Page 11 of 13 Pages |
| Item 4 | Ownership: |
(a) and (b) Amount Beneficially Owned: 0 shares.
(c) Number of Shares as to which the Person has:
| NUMBER OF SHARES OF CLASS B COMMON STOCK | ||||||||||||||||
| Reporting Person | (i) | (ii) | (iii) | (iv) | ||||||||||||
| Greylock XIII Limited Partnership |
0 | 0 | 0 | 0 | ||||||||||||
| Greylock XIII-A Limited Partnership |
0 | 0 | 0 | 0 | ||||||||||||
| Greylock XIII GP LLC |
0 | 0 | 0 | 0 | ||||||||||||
| NUMBER OF SHARES OF CLASS A COMMON STOCK | ||||||||||||||||
| Reporting Person | (i) | (ii) | (iii) | (iv) | ||||||||||||
| William W. Helman |
0 | 0 | 0 | 0 | ||||||||||||
| Aneel Bhusri |
0 | 0 | 0 | 0 | ||||||||||||
| Donald A. Sullivan |
0 | 0 | 0 | 0 | ||||||||||||
| David Sze |
0 | 0 | 0 | 0 | ||||||||||||
| (i) | Sole power to vote or direct the vote |
| (ii) | Shared power to vote or to direct the vote |
| (iii) | Sole power to dispose or to direct the disposition of |
| (iv) | Shared power to dispose or to direct the disposition of |
SCHEDULE 13G
| CUSIP No. 009066101 |
Page 12 of 13 Pages |
| 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 ☒
| 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 or Control Person: |
Not applicable.
| Item 8 | Identification and Classification of Members of the Group: |
Each of the reporting persons expressly disclaims membership in a “Group” as defined in Rule 13d-1(b)(ii)(J).
| Item 9 | Notice of Dissolution of Group: |
Not applicable.
| Item 10 | Certification: |
Not applicable.
This Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).
SCHEDULE 13G
| CUSIP No. 009066101 |
Page 13 of 13 Pages |
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.
DATED: February 11, 2022.
| GREYLOCK XIII GP LLC | ||
| By: | /s/ Aneel Bhusri | |
| Aneel Bhusri, Managing Member | ||
| By: | /s/ William W. Helman | |
| William W. Helman, Managing Member | ||
| By: | /s/ Donald A. Sullivan | |
| Donald A. Sullivan, Managing Member | ||
| By: | /s/ David Sze | |
| David Sze, Managing Member | ||
| By: | Greylock XIII GP LLC | |||
| General Partner | ||||
| By: | /s/ Aneel Bhusri | |||
| Aneel Bhusri, Managing Member | ||||
| By: | /s/ William W. Helman | |||
| William W. Helman, Managing Member | ||||
| By: | /s/ Donald A. Sullivan | |||
| Donald A. Sullivan, Managing Member | ||||
| By: | /s/ David Sze | |||
| David Sze, Managing Member | ||||
| GREYLOCK XIII-A LIMITED PARTNERSHIP | ||
| By: | Greylock XIII GP LLC | |
| General Partner | ||
| By: | /s/ Aneel Bhusri | |
| Aneel Bhusri, Managing Member | ||
| By: | /s/ William W. Helman | |
| William W. Helman, Managing Member | ||
| By: | /s/ Donald A. Sullivan | |
| Donald A. Sullivan, Managing Member | ||
| By: | /s/ David Sze | |
| David Sze, Managing Member | ||
| /s/ William W. Helman |
| William W. Helman |
| /s/ Aneel Bhusri |
| Aneel Bhusri |
| /s/ Donald A. Sullivan |
| Donald A. Sullivan |
| /s/ David Sze |
| David Sze |
SCHEDULE 13G
Exhibit I
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Airbnb, Inc. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
EXECUTED as of this 11th day of February, 2022.
| GREYLOCK XIII GP LLC | ||
| By: | /s/ Aneel Bhusri | |
| Aneel Bhusri, Managing Member | ||
| By: | /s/ William W. Helman | |
| William W. Helman, Managing Member | ||
| By: | /s/ Donald A. Sullivan | |
| Donald A. Sullivan, Managing Member | ||
| By: | /s/ David Sze | |
| David Sze, Managing Member | ||
| GREYLOCK XIII LIMITED PARTNERSHIP | ||||
| By: | Greylock XIII GP LLC | |||
| General Partner | ||||
| By: | /s/ Aneel Bhusri | |||
| Aneel Bhusri, Managing Member | ||||
| By: | /s/ William W. Helman | |||
| William W. Helman, Managing Member | ||||
| By: | /s/ Donald A. Sullivan | |||
| Donald A. Sullivan, Managing Member | ||||
| By: | /s/ David Sze | |||
| David Sze, Managing Member | ||||
| GREYLOCK XIII-A LIMITED PARTNERSHIP | ||||
| By: | Greylock XIII GP LLC | |||
| General Partner | ||||
| By: | /s/ Aneel Bhusri | |||
| Aneel Bhusri, Managing Member | ||||
| By: | /s/ William W. Helman | |||
| William W. Helman, Managing Member | ||||
| By: | /s/ Donald A. Sullivan | |||
| Donald A. Sullivan, Managing Member | ||||
| By: | /s/ David Sze | |||
| David Sze, Managing Member | ||||
| /s/ William W. Helman |
| William W. Helman |
| /s/ Aneel Bhusri |
| Aneel Bhusri |
| /s/ Donald A. Sullivan |
| Donald A. Sullivan |
| /s/ David Sze |
| David Sze |