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| CUSIP No. 009066101 | | Schedule 13G | | Page 4 of 7 |
(a)-(c)
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| Reporting Person | | Amount beneficially owned | | | Percent of class: | | | Sole power
to vote or to direct the vote: | | | Shared
power to
vote or to
direct the
vote: | | | Sole power
to dispose or
to direct the
disposition of: | | | Shared power to dispose or to direct the disposition of: | |
Nathan Blecharczyk | | | 64,653,888 | | | | 35.9 | % | | | 64,653,888 | | | | 0 | | | | 64,653,888 | | | | 0 | |
Gioacchino Curiale | | | 4,975,220 | | | | 4.1 | % | | | 4,975,220 | | | | 0 | | | | 4,975,220 | | | | 0 | |
Nathan Blecharczyk is deemed to be the beneficial owner of 64,653,888 shares of Class A Common Stock, which includes: (i) 6,611 shares of Class A Common Stock held of record by Mr. Blecharczyk, (ii) 18,629 shares of Class A Common Stock issuable to Mr. Blecharczyk upon vesting of Restricted Stock Units that will vest on or before March 1, 2021, (iii) 62,248,933 shares of Class A Common Stock issuable upon conversion of 62,248,933 shares of Class B Common Stock held in trusts over which Mr. Blecharczyk has investment discretion; (iv) 2,298,144 shares of Class A Common Stock issuable upon conversion of 2,298,144 shares of Class B Common Stock subject to a stock option currently exercisable by Mr. Blecharczyk; and (v) 81,571 shares of Class A Common Stock subject to stock options held by Mr. Blecharczyk exercisable on or before March 1, 2021.
Gioacchino Curiale is deemed to be the beneficial owner of 4,975,220 shares of Class A Common Stock consisting of 4,975,220 shares of Class A Common Stock issuable upon conversion of 4,975,220 shares of Class B Common Stock held in trusts for the benefit of Mr. Blecharczyk’s family for which he serves as the trustee.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Pursuant to the Voting Agreement, dated as of December 4, 2020, by and among the Reporting Persons, Brian Chesky, Joseph Gebbia, and certain affiliated trusts and entities described therein (the “Voting Agreement”), the parties to the Voting Agreement may be deemed to constitute a group for purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended. The Reporting Persons disclaim beneficial ownership of the securities beneficially owned by the other parties to the Voting Agreement.
