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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X

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^*

Founders Fund IV, LP

(Last) (First) (Middle)

ONE LETTERMAN DRIVE, BUILDING D

5TH FLOOR

(Street)

SAN FRANCISCO CA 94129

(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)
05/14/2021

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)	05/14/2021		J(2)			207,016	(1)	(1)	Class A Common Stock	207,016	$0.00(2)	0	D(3)
Class B Common Stock	(1)	05/14/2021		J(2)			338,616	(1)	(1)	Class A Common Stock	338,616	$0.00(2)	0	D(4)
Class B Common Stock	(1)	05/14/2021		J(2)			6,847,812	(1)	(1)	Class A Common Stock	6,847,812	$0.00(2)	0	D(5)
Class B Common Stock	(1)	05/14/2021		J(2)			3,849,874	(1)	(1)	Class A Common Stock	3,849,874	$0.00(2)	0	D(6)
Class B Common Stock	(1)	05/14/2021		J(2)			11,993,238	(1)	(1)	Class A Common Stock	11,993,238	$0.00(2)	0	D(7)

1. Name and Address of Reporting Person^*

Founders Fund IV, LP

(Last) (First) (Middle)

ONE LETTERMAN DRIVE, BUILDING D

5TH FLOOR

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Founders Fund IV Principals Fund, LP

(Last) (First) (Middle)

ONE LETTERMAN DRIVE, BUILDING D

5TH FLOOR

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FOUNDERS FUND II ENTERPRENEURS FUND LP

(Last) (First) (Middle)

ONE LETTERMAN DRIVE, BUILDING D, 5TH FLO

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Founders Fund II Principals Fund, LP

(Last) (First) (Middle)

ONE LETTERMAN DRIVE, BUILDING D, 5TH FLO

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FOUNDERS FUND II LP

(Last) (First) (Middle)

ONE LETTERMAN DRIVE, BUILDING D, 5TH FLO

(Street)

SAN FRANCISCO CA 94129

(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. Represents a pro rata distribution of shares of Class B Common Stock, without additional consideration, by the holder to its general partner and limited partners.

3. Shares held by The Founders Fund II Entrepreneurs Fund, LP.

4. Shares held by The Founders Fund II Principals Fund, LP.

5. Shares held by The Founders Fund II, LP.

6. Shares held by The Founders Fund IV Principals Fund, LP.

7. Shares held by The Founders Fund IV, LP.

Remarks:

The Reporting Persons disclaim group status and neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that they have formed a group.

	The Founders Fund IV, LP, By The Founders Fund IV Management, LLC, General Partner, By /s/ Peter Thiel, Managing Member	05/18/2021
	The Founders Fund IV Principals Fund, LP, By The Founders Fund IV Management, LLC, General Partner, By /s/ Peter Thiel, Managing Member	05/18/2021
	The Founders Fund II Entrepreneurs Fund, LP, By The Founders Fund II Management, LLC, General Partner, By /s/ Peter Thiel, Managing Member	05/18/2021
	The Founders Fund II Principals Fund, LP, By The Founders Fund II Management, LLC, General Partner, By /s/ Peter Thiel, Managing Member	05/18/2021
	The Founders Fund II, LP, By The Founders Fund II Management, LLC, General Partner, By /s/ Peter Thiel, Managing Member	05/18/2021
	** 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).
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