Sec Form 4 Filing - Lin Alfred @ Airbnb, Inc. - 2022-02-24

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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)
02/24/2022
(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
Class A Common Stock 02/24/2022 C 5,952,965( 1 ) A $ 0 6,807,093( 2 ) I See Footnotes( 5 )( 6 )
Class A Common Stock 02/24/2022 J 6,165,517( 3 ) D $ 0 641,576( 4 ) I See Footnotes( 5 )( 6 )
Class A Common Stock 02/24/2022 C 79,641( 9 ) A $ 0 102,367 I By Sequoia Grove II, LLC( 7 )
Class A Common Stock 02/24/2022 J 93,139( 10 ) D $ 0 9,228 I By Sequoia Grove II, LLC( 7 )
Class A Common Stock 02/24/2022 J 188,708 A $ 0 188,708 I Sequoia Capital Fund, LP(6)( 8 )
Class A Common Stock 02/24/2022 J 24,736 A $ 0 24,736 I Sequoia Capital Fund Parallel, LLC( 8 )
Class A Common Stock 02/24/2022 J 2,542 A $ 0 14,958 I By estate planning vehicle
Class A Common Stock 02/27/2022 C 12,190,503( 13 ) A $ 0 12,832,079( 14 ) I See Footnotes( 5 )( 6 )
Class A Common Stock 02/27/2022 J 12,321,575( 15 ) D $ 0 510,504( 16 ) I See Footnotes( 5 )( 6 )
Class A Common Stock 02/27/2022 C 186,378( 17 ) A $ 0 195,606 I By Sequoia Grove II, LLC( 7 )
Class A Common Stock 02/27/2022 J 195,606( 18 ) D $ 0 0 I By Sequoia Grove II, LLC( 7 )
Class A Common Stock 02/27/2022 J 117,476 A $ 0 306,184 I Sequoia Capital Fund, LP(6)( 8 )
Class A Common Stock 02/27/2022 J 16,058 A $ 0 40,794 I Sequoia Capital Fund Parallel, LLC( 8 )
Class A Common Stock 02/27/2022 J 3,489 A $ 0 18,447 I By estate planning vehicle
Class A Common Stock 5,130 D
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 ( 12 ) 02/24/2022 C( 12 ) 5,952,965( 1 ) ( 12 ) ( 12 ) Class A Common Stock 5,952,965 ( 12 ) 48,644,727( 11 ) I See footnotes( 5 )( 6 )
Class B Common Stock ( 12 ) 02/24/2022 C( 12 ) 79,641( 9 ) ( 12 ) ( 12 ) Class A Common Stock 79,641 ( 12 ) 735,881 I By Sequoia Grove II, LLC( 7 )
Class B Common Stock ( 12 ) 02/24/2022 J( 12 ) 4,134,886 ( 12 ) ( 12 ) Class A Common Stock 4,134,886 ( 12 ) 4,134,886 I Sequoia Capital Fund, LP(6)( 8 )
Class B Common Stock ( 12 ) 02/24/2022 J( 12 ) 1,152,770 ( 12 ) ( 12 ) Class A Common Stock 1,152,770 ( 12 ) 1,152,770 I Sequoia Capital Fund Parallel, LLC( 8 )
Class B Common Stock ( 12 ) 02/27/2022 C( 12 ) 12,190,503( 13 ) ( 12 ) ( 12 ) Class A Common Stock 12,190,503 ( 12 ) 36,454,221( 13 ) I See footnotes( 5 )( 6 )
Class B Common Stock ( 12 ) 02/27/2022 C( 12 ) 186,378( 17 ) ( 12 ) ( 12 ) Class A Common Stock 186,378 ( 12 ) 549,503 I By Sequoia Grove II, LLC( 7 )
Class B Common Stock ( 12 ) 02/27/2022 J( 12 ) 8,529,706 ( 12 ) ( 12 ) Class A Common Stock 8,529,706 ( 12 ) 12,664,592 I Sequoia Capital Fund, LP(6)( 8 )
Class B Common Stock ( 12 ) 02/27/2022 J( 12 ) 2,334,931 ( 12 ) ( 12 ) Class A Common Stock 2,334,931 ( 12 ) 3,487,701 I Sequoia Capital Fund Parallel, LLC( 8 )
Class B Common Stock ( 12 ) ( 12 ) ( 12 ) Class A Common Stock 68,270 615,969 I By estate planning vehicle
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lin Alfred
888 BRANNAN STREET
SAN FRANCISCO, CA94103
X X
Signatures
/s/ Jung Yeon Son, Attorney-in-fact for Alfred Lin 02/28/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the conversion of Class B Common Stock 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"), 648,925 shares from Sequoia Capital XII Principals Fund, LLC ("SC XII PF").
( 2 )Includes shares of Class A Common Stock in the following amounts: 781,245 shares held by Sequoia Capital Global Growth Fund II, L.P. ("GGF II"), 14,848 shares held by Sequoia Capital Global Growth II Principals Fund, L.P. ("GGF II PF"), 51,345 shares held by Sequoia Capital U.S. Growth Fund VII, L.P. ("US GF VII"), 6,690 shares held by Sequoia Capital U.S. Growth VII Principals Fund, L.P. ("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.
( 3 )Represents a distribution of Class A Common Stock of the Issuer to partners or members in the following amounts: 182,451 shares from GGF II, 5,622 shares from GGF II, 20,642 shares from GF VII, 3,837 shares from US GF VII PF, 440,061 shares from 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.
( 4 )Includes shares of Class A Common Stock in the following amounts: 598,794 shares held by GGF II, 9,226 shares held by GGF II PF, 30,703 shares held by US GF VII and 2,853 shares held by US GF VII PF.
( 5 )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. The Reporting Person is a member of SC XII Management, LLC, which is the general partner of each of SC XII and STP XII, and the managing member of SC XII PF.
( 6 )(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.
( 7 )The Reporting Person is a member of Sequoia Grove II, LLC. 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.
( 8 )The Reporting Person is a director and stockholder of SC US (TTGP), Ltd. is (i) the general partner of Sequoia Capital Fund Management, L.P., which is the general partner of each o f Sequoia Capital Fund, LP ("SCF") and Sequoia Capital Fund Parallel, LLC ("SCFP"). As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by SCF and SCFP. Each of the reporting persons disclaims beneficial ownership of the shares held by SCF and SCFP, as applicable, except to the extent of hi
( 9 )Represents the conversion of 79,641 shares of Class B Common Stock of the Issuer to Class A Common Stock.
( 10 )Represents a distribution of 93,139 shares of Class A Common Stock of the Issuer to partners and members.
( 11 )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, 3,520,486 shares held by US GF V Holdco, 2,855,694 shares held by GGF, 99,478 shares held by GGF PF, 34,139,124 shares held by SC XII, 1,817,540 shares held by STP XII and 5,191,402 shares held by SC XII PF.
( 12 )Represents a pro rata distribution of Common Stock of the Issuer to partners or members of the applicable distributing fund for no consideration and includes subsequent distributions by general partners or managing members to their respective partners or members and the contribution by such partners or members to the applicable recipient fund.
( 13 )Represents the conversion of Class B Common Stock to Class A Common Stock in the following amounts: 880,122 shares from US GF V Holdco, 713,923 shares from GGF, 24,869 shares from GGF PF, 8,534,781 shares from SC XII, 454,385 shares from STP XII, 1,297,850 shares from SC XII PF, 268,866 shares from GGF II, 4,142 shares from GGF II PF, 10,581 shares from US GF VII and 984 shares from US GF VII PF.
( 14 )Includes shares of Class A Common Stock in the following amounts: 880,122 shares held by US GF V Holdco, 713,923 shares held by GGF, 24,869 shares held by GGF PF, 8,534,781 shares held by SC XII, 454,385 shares held by STP XII, 1,297,850 shares held by SC XII PF, 867,660 shares held by GGF II, 13,368 shares held by GGF II PF, 41,284 shares held by US GF VII and 3,837 shares held by US GF VII PF.
( 15 )Represents a distribution of Class A Common Stock of the Issuer to partners or members in the following amounts: 880,122 shares from US GF V Holdco, 713,923 shares from GGF, 24,869 shares from GGF PF, 8,534,781 shares from SC XII, 454,385 shares from STP XII, 1,297,850 shares from SC XII PF, 364,902 shares from GGF II, 5,622 shares from GGF II PF, 41,284 shares from US GF VII and 3,837 shares from US GF VII PF.
( 16 )Includes shares of Class A Common Stock in the following amounts: 502,758 shares held by GGF II and 7,746 shares held by GGF II PF.
( 17 )Represents the conversion of 186,378 shares of Class B Common Stock of the Issuer to Class A Common Stock.
( 18 )Represents a distribution of 195,606 shares of Class A Common Stock of the Issuer to partners and members.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.