Airbnb Form 4 / Brian Chesky ownership change

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^*

Chesky Brian

(Last)

(First)

(Middle)

888 BRANNAN STREET

(Street)

SAN FRANCISCO

94103

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CEO and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	02/20/2024		S⁽¹⁾		200	D	$145.99	14,622,241	D
Class A Common Stock	02/20/2024		S⁽¹⁾		10,630	D	$146.4768⁽²⁾	14,611,611	D
Class A Common Stock	02/20/2024		S⁽¹⁾		31,722	D	$147.7463⁽³⁾	14,579,889	D
Class A Common Stock	02/20/2024		S⁽¹⁾		31,760	D	$148.126⁽⁴⁾	14,548,129	D
Class A Common Stock	02/20/2024		S⁽¹⁾		1,600	D	$149.3947⁽⁵⁾	14,546,529	D
Class A Common Stock	02/20/2024		S⁽¹⁾		1,000	D	$150.251⁽⁶⁾	14,545,529	D
Class A Common Stock	02/21/2024		G		169,687	D	$0.00	14,375,842	D
Class A Common Stock	02/21/2024		C		249,066	A	⁽⁷⁾	249,066	I	By 2019 GRAT II
Class A Common Stock	02/21/2024		G		249,066	D	$0.00	0	I	By 2019 GRAT II
Class A Common Stock	02/21/2024		G		265,494	D	$0.00	0	I	By 2019 Trust B
Class A Common Stock	02/21/2024		G		128,554	A	$0.00	128,554	I	By 2016 Legacy Trust B

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	⁽⁷⁾	02/21/2024		C			249,066	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	249,066	$0.00	0⁽⁸⁾	I	By 2019 GRAT II
Class B Common Stock	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Class A Common Stock	62,032,561		62,032,561⁽⁸⁾	D
Class B Common Stock	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Class A Common Stock	63,655		63,655	I	By 2016 Legacy Trust
Class B Common Stock	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Class A Common Stock	158,352		158,352⁽⁸⁾	I	By 2016 Legacy Trust B
Class B Common Stock	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Class A Common Stock	15,266		15,266	I	By 2016 Long-Term Trust
Class B Common Stock	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Class A Common Stock	118,854		118,854	I	By 2019 Trust
Class B Common Stock	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Class A Common Stock	251,886		251,886⁽⁸⁾	I	By 2019 Trust A
Class B Common Stock	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Class A Common Stock	346,116		346,116	I	By 2021 GRAT B
Class B Common Stock	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Class A Common Stock	279,237		279,237	I	By 2022 GRAT A

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on May 31, 2023.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $146.00 to $146.95. 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.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $147.02 to $147.99. 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.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $148.00 to $148.86. 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.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.00 to $149.66. 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.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.09 to $150.50. 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.

7. 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.

8. Reflects the following transfers that occurred on February 21, 2024: (i) 74,434 shares of Class B Common Stock from the 2019 GRAT II to the reporting person in satisfaction of a GRAT annuity payment owed to the reporting person and (ii) 119,895 shares of Class B Common Stock from the 2019 Trust A to the 2016 Legacy Trust B. Such transactions were exempt from reporting pursuant to Rule 16a-13.

	/s/ Brian Savage, Attorney-in-fact	02/22/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Airbnb (ABNB) Form 4Airbnb / Brian Chesky ownership change