Airbnb, Inc. — Director's Dealing 2021

May 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Airbnb, Inc. (ABNB)
CIK: 0001559720
Period of Report: 2021-05-14

Reporting Person: JORDAN JEFFREY D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-14	Class A Common Stock	C	9688206	$0.00	Acquired	9688206	Indirect
2021-05-14	Class A Common Stock	C	9779518	$0.00	Acquired	9779518	Indirect
2021-05-14	Class A Common Stock	C	235848	$0.00	Acquired	235848	Indirect
2021-05-14	Class A Common Stock	J	9688206	$0.00	Disposed	0	Indirect
2021-05-14	Class A Common Stock	J	9779518	$0.00	Disposed	0	Indirect
2021-05-14	Class A Common Stock	J	235848	$0.00	Disposed	0	Indirect
2021-05-14	Class A Common Stock	J	63640	$0.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-14	Class B Common Stock	$	C	9688206	Disposed		Class A Common Stock (9688206)	Indirect
2021-05-14	Class B Common Stock	$	C	9779518	Disposed		Class A Common Stock (9779518)	Indirect
2021-05-14	Class B Common Stock	$	C	235848	Disposed		Class A Common Stock (235848)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	467622	Indirect
Class A Common Stock	2127	Direct

Footnotes

F1: The Class B Common Stock is convertible at any time at the option of the holder into the Issuer's Class A Common Stock on a one-to-one basis. The Class B Common Stock will automatically convert into shares of the Issuer's Class A Common Stock on a one-to-one basis upon the earlier of (a) any transfer of the Class B Common Stock by the holder, whether or not for value, subject to certain exceptions, (b) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least 80% of the outstanding shares of Class B common stock at the time of such vote or consent, voting as a separate series or (c) the 20-year anniversary of the closing of the Issuer's initial public offering.

F2: Mr. Jordan is a member of the general partners of the Andreessen Horowitz Entities (as defined herein), but he disclaims the existence of a "group" and disclaims beneficial ownership of the shares held by the Andreessen Horowitz Entities and this report shall not be deemed an admission that he is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in such shares by virtue of his interest in the Andreessen Horowitz Entities, and/or the general partner entities thereof, as applicable.

F3: These shares are held of record by AH Annex Fund, L.P. ("AH Annex Fund"). AH Equity Partners II, L.L.C. ("AH EP II") is the general partner of AH Annex Fund and has sole voting and dispositive power with regard to the shares held by AH Annex Fund. The managing members of AH EP II are Marc Andreessen and Benjamin Horowitz. Marc Andreessen and Benjamin Horowitz share voting and dispositive power with respect to the shares held by AH Annex Fund.

F4: These shares are held of record by Andreessen Horowitz Fund II, L.P., for itself and as nominee for Andreessen Horowitz Fund II-A, L.P., Andreessen Horowitz Fund II-B, L.P. and Andreessen Horowitz Fund II-Q, L.P. (the "AH Fund II Entities"). AH EP II is the general partner of the AH Fund II Entities and has sole voting and dispositive power with regard to the shares held by the AH Fund II Entities. The managing members of AH EP II are Marc Andreessen and Benjamin Horowitz. Marc Andreessen and Benjamin Horowitz share voting and dispositive power with respect to the shares held by the AH Fund II Entities.

F5: These shares are held of record by AH Parallel Fund, L.P. ("AH Parallel Fund" and together with AH Annex Fund, the AH Fund II Entities and the AH Parallel Fund III Entities, the "Andreessen Horowitz Entities"). AH EP II is the general partner of AH Parallel Fund and has sole voting and dispositive power with regard to the shares held by AH Parallel Fund. The managing members of AH EP II are Marc Andreessen and Benjamin Horowitz. Marc Andreessen and Benjamin Horowitz share voting and dispositive power with respect to the shares held by AH Parallel Fund.

F6: Represents a pro rata distribution in-kind by the Andreessen Horowitz Entities to their respective partners for no consideration.

F7: These shares are held of record by AH Parallel Fund III, L.P., for itself and as nominee for AH Parallel Fund III-A, L.P., AH Parallel Fund III-B, L.P. and AH Parallel Fund III-Q, L.P. (the "AH Parallel Fund III Entities"). AH Equity Partners III (Parallel), L.L.C. ("AH EP III Parallel") is the general partner of the AH Parallel Fund III Entities and has sole voting and dispositive power with regard to the shares held by the AH Parallel Fund III Entities. The managing members of AH EP III Parallel are Marc Andreessen and Benjamin Horowitz. Marc Andreessen and Benjamin Horowitz share voting and dispositive power with respect to the shares held by the AH Parallel Fund III Entities.

F8: Reflects securities acquired in the pro rata distribution in-kind reported herein, the acquisition of which was exempt pursuant to Rule 16a-9.