Airbnb, Inc. — Director's Dealing 2021

Jun 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Airbnb, Inc. (ABNB)
CIK: 0001559720
Period of Report: 2021-06-01

Reporting Person: Gebbia Joseph (Director, See Remarks, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-01	Class A Common Stock	C	1706114	—	Acquired	1992824	Direct
2021-06-01	Class A Common Stock	S	378430	$142.3123	Disposed	1614394	Direct
2021-06-01	Class A Common Stock	S	408796	$143.1029	Disposed	1205598	Direct
2021-06-01	Class A Common Stock	S	408082	$144.4002	Disposed	797516	Direct
2021-06-01	Class A Common Stock	S	496135	$145.0412	Disposed	301381	Direct
2021-06-01	Class A Common Stock	S	14671	$145.7994	Disposed	286710	Direct
2021-06-01	Class A Common Stock	S	5600	$143.7424	Disposed	281110	Direct
2021-06-01	Class A Common Stock	S	19511	$143.82	Disposed	261599	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-06-01	Stock Option	$3.18	M	1706114	Disposed	2024-02-17	Class B Common Stock (1706114)	Direct
2021-06-01	Class B Common Stock	$	M	1706114	Acquired		Class A Common Stock (1706114)	Direct
2021-06-01	Class B Common Stock	$	C	1706114	Disposed		Class A Common Stock (1706114)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1453487	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (59518934)	59518934	Indirect
Class B Common Stock	$		Class A Common Stock (92400)	92400	Indirect
Class B Common Stock	$		Class A Common Stock (1000000)	1000000	Indirect
Class B Common Stock	$		Class A Common Stock (2000000)	2000000	Indirect
Class B Common Stock	$		Class A Common Stock (3000000)	3000000	Indirect

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $141.70 to $142.70. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $142.71 to $143.71. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $143.72 to $144.72. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $144.725 to $145.725. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $145.73 to $145.90. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $143.03 to $143.82. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F8: The stock option is fully vested and currently exercisable.

F9: 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.