Sec Form 3 Filing - Founders Fund II Management, LLC @ Airbnb, Inc. - 2020-12-09

FORM 3 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 Founders Fund II Management, LLC 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) ONE LETTERMAN DRIVE, BUILDING D, 5TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/09/2020 (Street) SAN FRANCISCO, CA94129 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

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 Series B Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 2,004 I By Fund ( 3 ) Series B Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 39,036 I By Fund ( 4 ) Series B Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 109,902 I By Fund ( 5 ) Series C Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Class B Common Stock ( 2 ) 207,016 I By Fund ( 7 ) Series C Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Class B Common Stock ( 2 ) 338,616 I By Fund ( 8 ) Series C Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Class B Common Stock ( 2 ) 6,847,812 I By Fund ( 9 ) Series C Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Class B Common Stock ( 2 ) 42,140 I By Fund ( 3 ) Series C Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Class B Common Stock ( 2 ) 819,400 I By Fund ( 4 ) Series C Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Class B Common Stock ( 2 ) 2,307,072 I By Fund ( 5 ) Series C Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Class B Common Stock ( 2 ) 3,849,874 I By Fund ( 10 ) Series C Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Class B Common Stock ( 2 ) 11,993,238 I By Fund ( 11 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Founders Fund II Management, LLC ONE LETTERMAN DRIVE, BUILDING D 5TH FLOOR SAN FRANCISCO, CA94129 X Founders Fund IV Management, LLC ONE LETTERMAN DRIVE, BUILDING D 5TH FLOOR SAN FRANCISCO, CA94129 X THIEL PETER C/O THE FOUNDERS FUND ONE LETTERMAN DRIVE, BUILDING D, 5TH FLO SAN FRANCISCO, CA94129 X Nosek Luke C/O THE FOUNDERS FUND ONE LETTERMAN DRIVE, BUILDING D, 5TH FL SAN FRANCISCO, CA94129 X Singerman Brian Aaron C/O THE FOUNDERS FUND ONE LETTERMAN DRIVE, BUILDING D, 5TH FL. SAN FRANCISCO, CA94129 X Signatures By: /s/ Peter Thiel, Managing Member 12/09/2020 Signature of Reporting Person Date By: /s/ Peter Thiel, Managing Member 12/09/2020 Signature of Reporting Person Date /s/ Peter Thiel 12/09/2020 Signature of Reporting Person Date /s/ Luke Nosek 12/09/2020 Signature of Reporting Person Date /s/ Brian A. Singerman 12/09/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series B Preferred Stock is convertible on a one-for-one basis into Class B Common Stock at any time at the holder's election. The Series B Preferred Stock will convert automatically upon the closing of the Issuer's initial public offering and has no expiration date. ( 2 )Following the closing of the Issuer's IPO, each share of Class B Common Stock will be convertible at any time at the option of the holder into one share of Class A Common Stock, and will have no expiration date. After the closing of the Issuer's IPO, on any transfer of shares of Class B Common Stock, each such transferred share will automatically convert into one share of Class A Common Stock, except for certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation. ( 3 )Shares held by The Founders Fund III Entrepreneurs Fund, LP ("FF-IIIE"). The Founders Fund III Management, LLC ("FF-IIIM") is the general partner of FF-IIIE and may be deemed to beneficially the shares held by FF-IIIE. Peter Thiel and Luke Nosek have shared voting and investment power over the shares held by FF-IIIE and, accordingly, may be deemed to beneficially own the shares held by FF-IIIE. Each of FF-IIIM, Mr. Thiel and Mr. Nosek disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein. ( 4 )Shares held by The Founders Fund III Principals Fund, LP ("FF-IIIP"). FF-IIIM is the general partner of FF-IIIP and may be deemed to beneficially the shares held by FF-IIIP. Peter Thiel and Luke Nosek have shared voting and investment power over the shares held by FF-IIIP and, accordingly, may be deemed to beneficially own the shares held by FF-IIIP. Each of FF-IIIM, Mr. Thiel and Mr. Nosek disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein. ( 5 )Shares held by The Founders Fund III, LP ("FF-III"). FF-IIIM is the general partner of FF-III and may be deemed to beneficially the shares held by FF-III. Peter Thiel and Luke Nosek have shared voting and investment power over the shares held by FF-III and, accordingly, may be deemed to beneficially own the shares held by FF-III. Each of FF-IIIM, Mr. Thiel and Mr. Nosek disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein. ( 6 )Each share of Series C Preferred Stock is convertible 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 at any time at the holder's election. The Series C Preferred Stock will convert automatically upon the closing of the Issuer's initial public offering and has no expiration date. ( 7 )Shares held by The Founders Fund II Entrepreneurs Fund, LP ("FF-IIE"). The Founders Fund II Management, LLC ("FF-IIM") is the general partner of FF-IIE and may be deemed to beneficially the shares held by FF-IIE. Peter Thiel and Luke Nosek have shared voting and investment power over the shares held by FF-IIE and, accordingly, may be deemed to beneficially own the shares held by FF-IIE. Each of FF-IIM, Mr. Thiel and Mr. Nosek disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein. ( 8 )Shares held by The Founders Fund II Principals Fund, LP ("FF-IIP"). FF-IIM is the general partner of FF-IIP and may be deemed to beneficially the shares held by FF-IIP. Peter Thiel and Luke Nosek have shared voting and investment power over the shares held by FF-IIP and, accordingly, may be deemed to beneficially own the shares held by FF-IIP. Each of FF-IIM, Mr. Thiel and Mr. Nosek disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein. ( 9 )Shares held by The Founders Fund II, LP ("FF-II"). FF-IIM is the general partner of FF-II and may be deemed to beneficially the shares held by FF-II. Peter Thiel and Luke Nosek have shared voting and investment power over the shares held by FF-II and, accordingly, may be deemed to beneficially own the shares held by FF-II. Each of FF-IIM, Mr. Thiel and Mr. Nosek disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein. ( 10 )Shares held by The Founders Fund IV Principals Fund, LP ("FF-IVP"). The Founders Fund IV Management, LLC ("FF-IVM") is the general partner of FF-IVP and may be deemed to beneficially the shares held by FF-IVP. Peter Thiel and Brian Singerman have shared voting and investment power over the shares held by FF-IVP and, accordingly, may be deemed to beneficially own the shares held by FF-IVP. Each of FF-IVM, Mr. Thiel and Mr. Singerman disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein. ( 11 )Shares held by The Founders Fund IV, LP ("FF-IV"). FF-IVM is the general partner of FF-IV and may be deemed to beneficially the shares held by FF-IV. Peter Thiel and Brian Singerman have shared voting and investment power over the shares held by FF-IV and, accordingly, may be deemed to beneficially own the shares held by FF-IV. Each of FF-IVM, Mr. Thiel and Mr. Singerman disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein.

Remarks: The Reporting Persons disclaim group status and neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that they have formed a group.

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).

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