Airbnb, Inc. — Director's Dealing 2021

Nov 23, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Airbnb, Inc. (ABNB)
CIK: 0001559720
Period of Report: 2021-06-10

Reporting Person: Lin Alfred (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-10	Class A Common Stock	J	510504	—	Acquired	1064607	Indirect
2021-11-19	Class A Common Stock	C	5952965	—	Acquired	7017572	Indirect
2021-11-19	Class A Common Stock	J	6163444	—	Disposed	854128	Indirect
2021-11-19	Class A Common Stock	C	79641	—	Acquired	115865	Indirect
2021-11-19	Class A Common Stock	J	93139	—	Disposed	22726	Indirect
2021-11-19	Class A Common Stock	J	1942	—	Acquired	14958	Indirect
2021-11-19	Class A Common Stock	C	68270	—	Acquired	83228	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-19	Class B Common Stock	$	C	5952965	Disposed		Class A Common Stock (5952965)	Indirect
2021-11-19	Class B Common Stock	$	C	79641	Disposed		Class A Common Stock (79641)	Indirect
2021-11-19	Class B Common Stock	$	C	68270	Disposed		Class A Common Stock (68270)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	5130	Direct

Footnotes

F1: These shares were received as part of a pro rata distribution-in-kind of Class A Common Stock of the Issuer to the limited partners of an investment fund in the following amount: 502,758 shares distributed to Sequoia Capital Global Growth Fund II, L.P. ("GGF II"), 7,746 shares distributed to Sequoia Capital Global Growth II Principals Fund, L.P. ("GGF II PF").

F2: Includes shares of Class A Common Stock in the following amounts: 7,386 shares held by Sequoia Capital U.S. Venture 2010-Seed Fund, L.P. ("USV 2010-seed"), 963,696 shares held by GGF II, 14,848 shares held by GGF II PF, 71,987 shares held by Sequoia Capital U.S. Growth Fund VII, L.P. ("US GF VII") and 6,690 shares held by Sequoia Capital U.S. Growth VII Principals Fund, L.P. ("US GF VII PF").

F3: 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") and 648,925 shares from Sequoia Capital XII Principals Fund, LLC ("SC XII PF").

F4: Includes shares of Class A Common Stock in the following amounts: 7,386 shares held by USV 2010-seed, 963,696 shares held by GGF II, 14,848 shares held by GGF II PF, 71,987 shares held by US GF VII, 6,690 shares held by 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.

F5: Represents a distribution of Class A Common Stock of the Issuer to partners or members in the following amounts: 7,386 shares from USV 2010-seed, 182,451 shares from GGF II, 20,642 shares from GF VII, 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") and 648,925 shares from Sequoia Capital XII Principals Fund, LLC ("SC XII PF").

F6: Includes shares of Class A Common Stock in the following amounts: 781,245 shares held by GGF II, 14,848 shares held by GGF II PF, 51,345 shares held by US GF VII and 6,690 shares held by US GF VII PF.

F7: 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; (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; and (v) the general partner of SC U.S. Venture 2010 Management, L.P., which is the general partner of USV 2010-seed. 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.

F8: (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.

F9: 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.

F10: Represents the conversion of 79,641 shares of Class B Common Stock of the Issuer to Class A Common Stock.

F11: Represents a distribution of 93,139 shares of Class A Common Stock of the Issuer to partners and members.

F12: Represents the receipt of shares of A Common Stock of the Issuer by virtue of the pro rata in-kind distributions described in footnote (5) and footnote (11) above.

F13: Represents the conversion of 68,270 shares of Class B Common Stock of the Issuer to Class A Common Stock.

F14: 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.

F15: 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, 3,960,547 shares held by US GF V Holdco, 3,212,655 shares held by GGF, 111,913 shares held by GGF PF, 38,406,515 shares held by SC XII, 2,044,732 shares held by STP XII and 5,840,327 shares held by SC XII PF.