SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

SC US (TTGP), LTD.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2022

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/24/2022		C		5,952,965⁽¹⁾	A	$0	6,807,093⁽²⁾	I	See Footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class A Common Stock	02/24/2022		J		6,165,517⁽³⁾	D	$0	641,576⁽⁴⁾	I	See Footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class A Common Stock	02/24/2022		C		79,641⁽¹¹⁾	A	$0	102,367	I	By Sequoia Grove II, LLC⁽⁹⁾
Class A Common Stock	02/24/2022		J		93,139⁽¹²⁾	D	$0	9,228	I	By Sequoia Grove II, LLC⁽⁹⁾
Class A Common Stock	02/24/2022		J		188,708⁽¹⁵⁾	A	$0	188,708	I	Sequoia Capital Fund, LP⁽¹⁰⁾
Class A Common Stock	02/24/2022		J		24,736⁽¹⁵⁾	A	$0	24,736	I	Sequoia Capital Fund Parallel, LLC⁽¹⁰⁾
Class A Common Stock	02/27/2022		C		12,190,503⁽¹⁶⁾	A	$0	12,832,079⁽¹⁷⁾	I	See Footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class A Common Stock	02/27/2022		J		12,321,575⁽¹⁸⁾	D	$0	510,504⁽¹⁹⁾	I	See Footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class A Common Stock	02/27/2022		C		186,378⁽²⁰⁾	A	$0	195,606	I	By Sequoia Grove II, LLC⁽⁹⁾
Class A Common Stock	02/27/2022		J		195,606⁽²¹⁾	D	$0	0	I	By Sequoia Grove II, LLC⁽⁹⁾
Class A Common Stock	02/27/2022		J		117,476⁽¹⁵⁾	A	$0	306,184	I	Sequoia Capital Fund, LP⁽¹⁰⁾
Class A Common Stock	02/27/2022		J		16,058⁽¹⁵⁾	A	$0	40,794	I	Sequoia Capital Fund Parallel, LLC⁽¹⁰⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹³⁾	02/24/2022		C⁽¹³⁾			5,952,965⁽¹⁾	⁽¹³⁾	⁽¹³⁾	Class A Common Stock	5,952,965	⁽¹³⁾	48,644,727⁽¹⁴⁾	I	See Footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class B Common Stock	⁽¹³⁾	02/24/2022		C⁽¹³⁾			79,641⁽¹¹⁾	⁽¹³⁾	⁽¹³⁾	Class A Common Stock	79,641	⁽¹³⁾	735,881	I	By Sequoia Grove II, LLC⁽⁹⁾
Class B Common Stock	⁽¹³⁾	02/24/2022		J⁽¹³⁾		4,134,886		⁽¹³⁾	⁽¹³⁾	Class A Common Stock	4,134,886	⁽¹³⁾	4,134,886	I	Sequoia Capital Fund, LP⁽¹⁰⁾
Class B Common Stock	⁽¹³⁾	02/24/2022		J⁽¹³⁾		1,152,770		⁽¹³⁾	⁽¹³⁾	Class A Common Stock	1,152,770	⁽¹³⁾	1,152,770	I	Sequoia Capital Fund Parallel, LLC⁽¹⁰⁾
Class B Common Stock	⁽¹³⁾	02/27/2022		C⁽¹³⁾			12,190,503⁽¹⁶⁾	⁽¹³⁾	⁽¹³⁾	Class A Common Stock	12,190,503	⁽¹³⁾	36,454,221⁽¹⁷⁾	I	See Footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class B Common Stock	⁽¹³⁾	02/27/2022		C⁽¹³⁾			186,378⁽²⁰⁾	⁽¹³⁾	⁽¹³⁾	Class A Common Stock	186,378	⁽¹³⁾	549,503	I	By Sequoia Grove II, LLC⁽⁹⁾
Class B Common Stock	⁽¹³⁾	02/27/2022		J⁽¹³⁾		8,529,706		⁽¹³⁾	⁽¹³⁾	Class A Common Stock	8,529,706	⁽¹³⁾	12,664,592	I	Sequoia Capital Fund, LP⁽¹⁰⁾
Class B Common Stock	⁽¹³⁾	02/27/2022		J⁽¹³⁾		2,334,931		⁽¹³⁾	⁽¹³⁾	Class A Common Stock	2,334,931	⁽¹³⁾	3,487,701	I	Sequoia Capital Fund Parallel, LLC⁽¹⁰⁾

1. Name and Address of Reporting Person^*

SC US (TTGP), LTD.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(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^*

SC US GF V Holdings, Ltd.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(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^*

SC XII MANAGEMENT LLC

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(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^*

SEQUOIA CAPITAL XII A DELAWARE L P

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(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^*

SEQUOIA TECHNOLOGY PARTNERS XII A DELAWARE L P

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(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^*

SEQUOIA CAPITAL XII PRINCIPALS FUND LLC

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(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^*

LEONE DOUGLAS M

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(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^*

BOTHA ROELOF

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(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^*

GOETZ JAMES J

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(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. 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. 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);

6. (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.

7. (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.

8. (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.

9. 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.

10. SC US (TTGP), Ltd. is (i) the general partner of Sequoia Capital Fund Management, L.P., which is the general partner of each of 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 his or 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. Represents the conversion of 79,641 shares of Class B Common Stock of the Issuer to Class A Common Stock.

12. Represents a distribution of 93,139 shares of Class A Common Stock of the Issuer to partners and members.

13. 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.

14. 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.

15. 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.

16. 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.

17. 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.

18. 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.

19. 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.

20. Represents the conversion of 186,378 shares of Class B Common Stock of the Issuer to Class A Common Stock.

21. Represents a distribution of 195,606 shares of Class A Common Stock of the Issuer to partners and members.

Remarks:

Form 2 of 3; By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SCGF V Management, L.P., 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 SC US GF V Holdings, Ltd.

	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd.	02/28/2022
	See Remarks	02/28/2022
	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC XII Management, LLC	02/28/2022
	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC XII Management, LLC, the General Partner of Sequoia Capital XII, L.P.	02/28/2022
	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC XII Management, LLC, the General Partner of Sequoia Technology Partners XII, L.P.	02/28/2022
	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC XII Management, LLC, the Managing Member of Sequoia Capital XII Principals Fund, LLC	02/28/2022
	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone	02/28/2022
	By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha	02/28/2022
	By: /s/ Jung Yeon Son, by power of attorney for James Goetz	02/28/2022
	** Signature of Reporting Person	Date
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