SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
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

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE, BUILDING D

5TH FLOOR

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/09/2020

3. Issuer Name and Ticker or Trading Symbol
Airbnb, Inc. [ ABNB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	2,004	⁽¹⁾	I	By Fund⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	39,036	⁽¹⁾	I	By Fund⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	109,902	⁽¹⁾	I	By Fund⁽⁵⁾
Series C Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class B Common Stock⁽²⁾	207,016	⁽⁶⁾	I	By Fund⁽⁷⁾
Series C Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class B Common Stock⁽²⁾	338,616	⁽⁶⁾	I	By Fund⁽⁸⁾
Series C Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class B Common Stock⁽²⁾	6,847,812	⁽⁶⁾	I	By Fund⁽⁹⁾
Series C Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class B Common Stock⁽²⁾	42,140	⁽⁶⁾	I	By Fund⁽³⁾
Series C Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class B Common Stock⁽²⁾	819,400	⁽⁶⁾	I	By Fund⁽⁴⁾
Series C Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class B Common Stock⁽²⁾	2,307,072	⁽⁶⁾	I	By Fund⁽⁵⁾
Series C Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class B Common Stock⁽²⁾	3,849,874	⁽⁶⁾	I	By Fund⁽¹⁰⁾
Series C Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class B Common Stock⁽²⁾	11,993,238	⁽⁶⁾	I	By Fund⁽¹¹⁾

1. Name and Address of Reporting Person^*

Founders Fund II Management, LLC

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE, BUILDING D

5TH FLOOR

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Founders Fund IV Management, LLC

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE, BUILDING D

5TH FLOOR

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

THIEL PETER

(Last)

(First)

(Middle)

C/O THE FOUNDERS FUND

ONE LETTERMAN DRIVE, BUILDING D, 5TH FLO

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Nosek Luke

(Last)

(First)

(Middle)

C/O THE FOUNDERS FUND

ONE LETTERMAN DRIVE, BUILDING D, 5TH FL

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Singerman Brian Aaron

(Last)

(First)

(Middle)

C/O THE FOUNDERS FUND

ONE LETTERMAN DRIVE, BUILDING D, 5TH FL.

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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.

	By: /s/ Peter Thiel, Managing Member	12/09/2020
	By: /s/ Peter Thiel, Managing Member	12/09/2020
	/s/ Peter Thiel	12/09/2020
	/s/ Luke Nosek	12/09/2020
	/s/ Brian A. Singerman	12/09/2020
	** Signature of Reporting Person	Date
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 5 (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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