Airbnb Form 4/A / Alfred Lin 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^*

Lin Alfred

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/01/2022

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)

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	⁽¹⁾⁽⁵⁾	02/24/2022		J⁽¹⁾⁽⁵⁾		4,102,895⁽¹⁾⁽⁵⁾		⁽¹⁾⁽⁵⁾	⁽¹⁾⁽⁵⁾	Class A Common Stock	4,102,895	⁽¹⁾⁽⁵⁾	4,102,895	I	Sequoia Capital Fund, LP⁽⁶⁾
Class B Common Stock	⁽²⁾⁽⁵⁾	02/24/2022		J⁽²⁾⁽⁵⁾		817,604⁽²⁾⁽⁵⁾		⁽²⁾⁽⁵⁾	⁽²⁾⁽⁵⁾	Class A Common Stock	817,604	⁽²⁾⁽⁵⁾	817,604	I	Sequoia Capital Fund Parallel, LLC⁽⁶⁾
Class B Common Stock	⁽³⁾⁽⁵⁾	02/27/2022		J⁽³⁾⁽⁵⁾		8,465,725⁽³⁾⁽⁵⁾		⁽³⁾⁽⁵⁾	⁽³⁾⁽⁵⁾	Class A Common Stock	8,465,725	⁽³⁾⁽⁵⁾	12,568,620	I	Sequoia Capital Fund, LP⁽⁶⁾
Class B Common Stock	⁽⁴⁾⁽⁵⁾	02/27/2022		J⁽⁴⁾⁽⁵⁾		1,664,597⁽⁴⁾⁽⁵⁾		⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Class A Common Stock	1,664,597	⁽⁴⁾⁽⁵⁾	2,482,201	I	Sequoia Capital Fund Parallel, LLC⁽⁶⁾

Explanation of Responses:

1. The original Form 4, filed on March 1, 2022, is being amended by this Form 4 amendment solely to correct an administrative error, which misreported the number of securities acquired by Sequoia Capital Fund, LP on February 24, 2022. As a result of this administrative error, the number of shares beneficially owned by the reporting person following the corrected transaction reflects a reduction in the number of shares reported as beneficially owned by the reporting person by 31,991 shares.

2. The original Form 4, filed on March 1, 2022, is being amended by this Form 4 amendment solely to correct an administrative error, which misreported the number of securities acquired by Sequoia Capital Fund Parallel, LLC on February 24, 2022. As a result of this administrative error, the number of shares beneficially owned by the reporting person following the corrected transaction reflects a reduction in the number of shares reported as beneficially owned by the reporting person by 335,166 shares.

3. The original Form 4, filed on March 1, 2022, is being amended by this Form 4 amendment solely to correct an administrative error, which misreported the number of securities acquired by Sequoia Capital Fund, LP on February 27, 2022. As a result of this administrative error, the number of shares beneficially owned by the reporting person following the corrected transaction reflects a reduction in the number of shares reported as beneficially owned by the reporting person by 95,972 shares.

4. The original Form 4, filed on March 1, 2022, is being amended by this Form 4 amendment solely to correct an administrative error, which misreported the number of securities acquired by Sequoia Capital Fund Parallel, LLC on February 27, 2022. As a result of this administrative error, the number of shares beneficially owned by the reporting person following the corrected transaction reflects a reduction in the number of shares reported as beneficially owned by the reporting person by 1,005,500 shares.

5. Represents a pro rata distribution of Class B Common Stock of the Issuer to partners or members of the applicable distributing fund for no consideration and includes subsequent distributions by general partners or managing members to their respective partners or members and the contribution by such partners or members to the applicable recipient fund.

6. The Reporting Person is a director and stockholder of SC US (TTGP), Ltd. is (i) the general partner of Sequoia Capital Fund Management, L.P., which is the general partner of each of Sequoia Capital Fund, LP ("SCF") and Sequoia Capital Fund Parallel, LLC ("SCFP"). As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by SCF and SCFP. Each of the reporting persons disclaims beneficial ownership of the shares held by SCF and SCFP, as applicable, except to the extent of hi

	/s/ Jung Yeon Son, Attorney-in-fact for Alfred Lin	04/22/2021
	** 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 4/AAirbnb / Alfred Lin ownership change