Airbnb (ABNB) Form 4 Change in insider ownership

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^*

Greylock XIII GP LLC

(Last) (First) (Middle)

2550 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 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)
12/14/2020

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)(2)	12/14/2020		C		20,662,872		(1)(2)	(1)(2)	Class A Common Stock	20,662,872	$0.00	20,662,872	I	By Greylock XIII Limited Partnership(3)
Class B Common Stock	(1)(2)	12/14/2020		C		1,860,264		(1)(2)	(1)(2)	Class A Common Stock	1,860,264	$0.00	1,860,264	I	By Greylock XIII-A Limited Partnership(4)
Series A Preferred Stock	(2)	12/14/2020		C			20,606,836	(2)	(2)	Class B Common Stock	20,606,836	$0.00	0	I	By Greylock XIII Limited Partnership(3)
Series B Preferred Stock	(2)	12/14/2020		C			40,356	(2)	(2)	Class B Common Stock	40,356	$0.00	0	I	By Greylock XIII Limited Partnership(3)
Series C Preferred Stock	(2)	12/14/2020		C			15,680	(2)	(2)	Class B Common Stock	15,680	$0.00	0	I	By Greylock XIII Limited Partnership(3)
Series A Preferred Stock	(2)	12/14/2020		C			1,855,224	(2)	(2)	Class B Common Stock	1,855,224	$0.00	0	I	By Greylock XIII-A Limited Partnership(4)
Series B Preferred Stock	(2)	12/14/2020		C			3,630	(2)	(2)	Class B Common Stock	3,630	$0.00	0	I	By Greylock XIII-A Limited Partnership(4)
Series C Preferred Stock	(2)	12/14/2020		C			1,410	(2)	(2)	Class B Common Stock	1,410	$0.00	0	I	By Greylock XIII-A Limited Partnership(4)

1. Name and Address of Reporting Person^*

Greylock XIII GP LLC

(Last) (First) (Middle)

2550 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Greylock XIII Limited Partnership

(Last) (First) (Middle)

2550 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Greylock XIII-A Limited Partnership

(Last) (First) (Middle)

2550 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. Each share of Preferred Stock, other than any share of Series C Preferred Stock, automatically converted on a one-for-one basis into Class B Common Stock upon the closing of the Issuers initial public offering. The Series C Preferred Stock automatically converted 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 upon the closing of the Issuer's initial public offering.

3. The shares are held directly by Greylock XIII Limited Partnership ("Greylock XIII LP"). Greylock XIII GP Limited Liability Company ("Greylock XIII GP") is the sole General Partner of Greylock XIII LP and may be deemed to share voting and dispositive power with respect to the shares held by Greylock XIII LP. Greylock XIII GP disclaims beneficial ownership of the securities held by Greylock XIII LP except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission by Greylock XIII GP of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

4. The shares are held directly by Greylock XIII-A Limited Partnership ("Greylock XIII-A LP"). Greylock XIII GP is the sole General Partner of Greylock XIII-A LP and may be deemed to share voting and dispositive power with respect to the shares held by Greylock XIII-A LP. Greylock XIII GP disclaims beneficial ownership of the securities held by Greylock XIII-A LP except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission by Greylock XIII GP of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

Remarks:

	By: /s/ Donald A. Sullivan, Donald A. Sullivan, as Administrative Partner of Greylock XIII GP LLC	05/19/2021
	By: /s/ Donald A. Sullivan, Donald A. Sullivan, as Administrative Partner of Greylock XIII GP LLC, the general partner of Greylock XIII Limited Partnership and Greylock XIII-A Limited Partnership	05/19/2021
	** Signature of Reporting Person	Date
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