Sec Form 4 Filing - Lin Alfred @ Airbnb, Inc. - 2020-12-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Lin Alfred 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 888 BRANNAN STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/14/2020 (Street) SAN FRANCISCO, CA94103 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Common Stock $ 0 12/14/2020 C 81,164,598 ( 1 ) ( 1 ) Class A Common Stock 81,164,598 $ 0 81,277,532 I See footnotes ( 2 ) ( 3 ) ( 4 ) Series Seed Preferred Stock $ 0 12/14/2020 C 60,549,864 ( 5 ) ( 5 ) Class B Common Stock 60,549,864 $ 0 0 I See footnotes ( 2 ) ( 3 ) ( 4 ) Series A Preferred Stock $ 0 12/14/2020 C 8,837,568 ( 5 ) ( 5 ) Class B Common Stock 8,837,568 $ 0 0 I See footnotes ( 2 ) ( 3 ) ( 4 ) Series B Preferred Stock $ 0 12/14/2020 C 90,564 ( 5 ) ( 5 ) Class B Common Stock 90,564 $ 0 0 I See footnotes ( 2 ) ( 3 ) ( 4 ) Series C Preferred Stock $ 0 12/14/2020 C 5,875,512 ( 5 ) ( 5 ) Class B Common Stock 6,098,400 $ 0 0 I See footnotes ( 2 ) ( 3 ) ( 4 ) Series D Preferred Stock $ 0 12/14/2020 C 3,684,324 ( 5 ) ( 5 ) Class B Common Stock 3,684,324 $ 0 0 I See footnotes ( 2 ) ( 3 ) ( 4 ) Series E Preferred Stock $ 0 12/14/2020 C 612,280 ( 5 ) ( 5 ) Class B Common Stock 612,280 $ 0 0 I See footnotes ( 2 ) ( 3 ) ( 4 ) Series F Preferred Stock $ 0 12/14/2020 C 1,291,598 ( 5 ) ( 5 ) Class B Common Stock 1,291,598 $ 0 0 I See footnotes ( 2 ) ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lin Alfred 888 BRANNAN STREET SAN FRANCISCO, CA94103 X X Signatures /s/ Brian Savage, Attorney-in-fact 12/16/2020 Signature of Reporting Person Date

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. ( 2 )Following the transactions reported herein, includes shares of Class B Common Stock in the following amounts: 6,098,400 shares held by SC US GF V Holdings, Ltd. ("US GF V Holdco"), 4,285,190 shares held by Sequoia Capital Global Growth Fund, LP ("GGF"), 124,348 shares held by Sequoia Capital Global Growth Principals Fund, LP ("GGF PF"), 60,716,820 shares held by Sequoia Capital XII, L.P. ("SC XII"), 6,489,252 shares held by Sequoia Capital XII Principals Fund, LLC ("SC XII PF"), 2,271,924 shares held by Sequoia Technology Partners XII, L.P. ("STP XII"), 1,073,834 shares held by Sequoia Capital Global Growth Fund II, L.P. ("GGF II"), 13,262 shares held by Sequoia Capital Global Growth II Principals Fund, L.P. ("GGF II PF") 192,006 shares held by Sequoia Capital U.S. Growth Fund VII, L.P. ("US GF VII") and 12,496 shares held by Sequoia Capital U.S. Growth VII Principals Fund, L.P. ("US GF VII PF"). ( 3 )The Reporting Person is a director and stockholder of SC US (TTGP), Ltd., which 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., which together own 100% of the outstanding ordinary shares of US GF V Holdco; (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; (iii) the general partner of SCGGF Management, L.P., which is the general partner of each of GGF and GGF PF; and (iv) the general partner of SC Global Growth II Management, L.P., which is the general partner of each GGF II and GGF II PF. SC XII Management, LLC is the general partner of each of SC XII and STP XII, and the managing member of SC XII PF. ( 4 )(cont'd) The Reporting Person disclaims beneficial ownership of these securities except to the extent of 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. ( 5 )Each share of Preferred Stock, other than any share of Series C Preferred Stock, automatically converted on a one-for-one basis into Class B Common Stock upon the closing of the Issuers initial public offering. 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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