Sec Form 4 Filing - SC US (TTGP), LTD. @ Airbnb, Inc. - 2021-06-10

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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
SC US (TTGP), LTD.
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)
(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 101,
3. Date of Earliest Transaction (MM/DD/YY)
06/10/2021
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Class A Common Stock 06/10/2021 J( 1 ) 510,504( 1 ) A $ 0 1,064,607( 2 ) I See Footnotes( 7 )( 8 )( 9 )( 10 )
Class A Common Stock 11/19/2021 C( 3 ) 5,952,965( 3 ) A $ 0 7,017,572( 4 ) I See Footnotes( 7 )( 8 )( 9 )( 10 )
Class A Common Stock 11/19/2021 J( 5 ) 6,163,444( 5 ) D $ 0 854,128( 6 ) I See Footnotes( 7 )( 8 )( 9 )( 10 )
Class A Common Stock 11/19/2021 C( 12 ) 79,641 A $ 0 115,865 I By Sequoia Grove II, LLC( 11 )
Class A Common Stock 11/19/2021 J( 13 ) 93,139 D $ 0 22,726 I By Sequoia Grove II, LLC( 11 )
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 ( 14 ) 11/19/2021 C( 14 ) 5,952,965( 3 ) ( 14 ) ( 14 ) Class A Common Stock 5,952,965 ( 14 ) 54,597,692( 15 ) I See Footnotes( 7 )( 8 )( 9 )( 10 )
Class B Common Stock ( 14 ) 11/19/2021 C( 14 ) 79,641( 12 ) ( 14 ) ( 14 ) Class A Common Stock 79,641 ( 14 ) 815,522 I By Sequoia Grove II, LLC( 11 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SC US (TTGP), LTD.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SC U.S. Growth VII Management, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL U.S. GROWTH FUND VII, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Sequoia Grove Manager, LLC
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Sequoia Grove II, LLC
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SC U.S. VENTURE 2010 MANAGEMENT, L.P.
C/O SEQUOIA CAPITAL
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL U.S. VENTURE 2010-SEED FUND, L.P.
C/O SEQUOIA CAPITAL
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Signatures
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd. 11/23/2021
Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P. 11/23/2021
Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P., the General Partner of Sequoia Capital U.S. Growth Fund VII, L.P. 11/23/2021
Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P., the General Partner of Sequoia Capital U.S. Growth VII Principals Fund, L.P. 11/23/2021
Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of Sequoia Grove Manager, LLC 11/23/2021
Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of Sequoia Grove Manager, LLC, the manager of Sequoia Grove II, LLC 11/23/2021
Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Venture 2010 Management, L.P. 11/23/2021
Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Venture 2010 Management, L.P., the General Partner of Sequoia Capital U.S. Venture 2010-Seed Fund, L.P. 11/23/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were received as part of a pro rata distribution-in-kind of Class A Common Stock of the Issuer to the limited partners of an investment fund in the following amount: 502,758 shares distributed to Sequoia Capital Global Growth Fund II, L.P. ("GGF II"), 7,746 shares distributed to Sequoia Capital Global Growth II Principals Fund, L.P. ("GGF II PF").
( 2 )Includes shares of Class A Common Stock in the following amounts: 7,386 shares held by Sequoia Capital U.S. Venture 2010-Seed Fund, L.P. ("USV 2010-seed"), 963,696 shares held by GGF II, 14,848 shares held by GGF II PF, 71,987 shares held by Sequoia Capital U.S. Growth Fund VII, L.P. ("US GF VII") and 6,690 shares held by Sequoia Capital U.S. Growth VII Principals Fund, L.P. ("US GF VII PF").
( 3 )Represents the conversion of Class B Common Stock of the Issuer to Class A Common Stock in the following amounts: 440,061 shares from SC US GF V Holdings, Ltd. ("US GF V Holdco"), 356,961 shares from Sequoia Capital Global Growth Fund, LP ("GGF"), 12,435 shares from Sequoia Capital Global Growth Principals Fund, LP ("GGF PF"), 4,267,391 shares from Sequoia Capital XII, L.P. ("SC XII"), 227,192 shares from Sequoia Technology Partners XII, L.P. ("STP XII") and 648,925 shares from Sequoia Capital XII Principals Fund, LLC ("SC XII PF").
( 4 )Includes shares of Class A Common Stock in the following amounts: 7,386 shares held by USV 2010-seed, 963,696 shares held by GGF II, 14,848 shares held by GGF II PF, 71,987 shares held by US GF VII, 6,690 shares held by US GF VII PF, 440,061 shares held by US GF V Holdco, 356,961 shares held by GGF, 12,435 shares held by GGF PF, 4,267,391 shares held by SC XII, 227,192 shares held by STP XII and 648,925 shares held by SC XII PF.
( 5 )Represents a distribution of Class A Common Stock of the Issuer to partners or members in the following amounts: 7,386 shares from USV 2010-seed, 182,451 shares from GGF II, 20,642 shares from GF VII, 440,061"US GF V Holdco, 356,961 shares from GGF, 12,435 shares from GGF PF, 4,267,391 shares from SC XII, 227,192 shares from STP XII and 648,925 shares from SC XII PF.
( 6 )Includes shares of Class A Common Stock in the following amounts: 781,245 shares held by GGF II, 14,848 shares held by GGF II PF, 51,345 shares held by US GF VII and 6,690 shares held by US GF VII PF.
( 7 )SC XII Management, LLC (SC XII LLC) is the general partner of each of Sequoia Capital XII, L.P. (SC XII) and Sequoia Technology Partners XII, L.P. (STP XII), and the managing member of Sequoia Capital XII Principals Fund, LLC (SC XII PF). As a result, SC XII LLC may be deemed to share voting and dispositive power with respect to the shares held by SC XII, SC XII PF, and STP XII. SC US (TTGP), Ltd. 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. (collectively, the US GF V Funds), which together own 100% of the outstanding ordinary shares of SC US GF V Holdings, Ltd. (US GF V Holdco);
( 8 )(cont'd) (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 (collectively, the SC US GF VII Funds); (iii) the general partner of SCGGF Management, L.P., which is the general partner of each of Sequoia Capital Global Growth Fund, L.P. (GGF) and Sequoia Capital Global Growth Principals Fund, L.P. (GGF PF) (collectively, the SC GGF Funds); (iv) the general partner of SC Global Growth II Management, L.P., which is the general partner of each of GGF II and GGF II PF (collectively, the SC GGF II Funds); and (v) the general partner of SC U.S. Venture 2010 Management, L.P., which is the general partner of USV 2010-seed.
( 9 )(cont'd) As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by US GF V Holdco, the SC US GF VII Funds, the SC GGF Funds, the SC GGF II Funds and USV 2010-seed. In addition, the directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to the SC GGF Funds are Douglas M. Leone and James J. Goetz, and the directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to the SC GGF II Funds are Douglas M. Leone and Roelof F. Botha. As a result, and by virtue of the relationships described in this paragraph, each such person may be deemed to share voting and dispositive power with respect to the shares held by the SC GGF Funds or the SC GGF II Funds, as applicable.
( 10 )(cont'd) Each of SC US (TTGP), Ltd., SCGF V Management, L.P., SC U.S. Growth VII Management, L.P., SCGGF Management, L.P., SC Global Growth II Management, L.P., SC U.S. Venture 2010 Management, L.P., Mr. Leone, Mr. Botha and Mr. Goetz disclaims beneficial ownership of the shares held by US GF V Holdco, the GFVII Funds, the SC GGF Funds, the SC GGF II Funds, and USV 2010-seed except to the extent of its or 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. SC XII Management, LLC disclaims beneficial ownership of the shares held by the XII Funds, except to the extent of its 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.
( 11 )Sequoia Grove Manager, LLC is the manager of Sequoia Grove II, LLC. As a result, Sequoia Grove Manager, LLC may be deemed to share beneficial ownership with respect to the shares held by Sequoia Grove II, LLC. Each of Sequoia Grove Manager, LLC and Sequoia Grove II, LLC disclaims beneficial ownership of the shares held by Sequoia Grove II, LLC except to the extent of its 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 purpose.
( 12 )Represents the conversion of 79,641 shares of Class B Common Stock of the Issuer to Class A Common Stock.
( 13 )Represents a distribution of 93,139 shares of Class A Common Stock of the Issuer to partners and members.
( 14 )The Issuer's Class B Common Stock is convertible into the Issuer's Class A Common Stock on a one-for-one basis at the Reporting Person's election and has no expiration date.
( 15 )Includes shares of Class B Common Stock in the following amounts: 860,812 shares held by GGF II, 13,262 shares held by GGF II PF, 134,433 shares held by US GF VII, 12,496 shares held by US GF VII PF, 3,960,547 shares held by US GF V Holdco, 3,212,655 shares held by GGF, 111,913 shares held by GGF PF, 38,406,515 shares held by SC XII, 2,044,732 shares held by STP XII and 5,840,327 shares held by SC XII PF.

Remarks:
Form 3 of 3

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