| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 4
)*
|
Airbnb, Inc. (Name of Issuer) |
Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) |
009066101 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 009066101 |
| 1 | Names of Reporting Persons Brian Chesky | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 68,031,758.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 13.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Airbnb, Inc. | |
| (b) | Address of issuer's principal executive
offices: 888 Brannan Street, San Francisco, CA 94103 | |
| Item 2. | ||
| (a) | Name of person filing: This statement is filed on behalf of Brian Chesky (the "Reporting Person"). | |
| (b) | Address or principal business office or, if
none, residence: The business address of the Reporting Person is 888 Brannan Street, San Francisco, CA 94103. | |
| (c) | Citizenship: The Reporting Person is a citizen of the United States. | |
| (d) | Title of class of securities: Class A Common Stock, $0.0001 par value per share | |
| (e) | CUSIP No.: 009066101 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: The ownership information below represents beneficial ownership of Class A Common Stock of the Issuer as of December 31, 2024, based upon 432,876,590 shares of Class A Common Stock outstanding as of October 25, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2024. The information below assumes the conversion of the Class B common stock, par value $0.0001 per share ("Class B Common Stock") of the Issuer held by the Reporting Person into shares of Class A Common Stock of the Issuer on a one-to-one basis.
The Reporting Person is deemed to be the beneficial owner of 68,031,758 shares of Class A Common Stock, which includes: (i) 2,937,369 shares of Class A Common Stock held of record by the Reporting Person; (ii) 131,154 shares of Class A Common Stock held in trusts over which the Reporting Person has investment discretion; (iii) 57,283,079 shares of Class A Common Stock issuable upon conversion of 57,283,079 shares of Class B Common Stock held of record by the Reporting Person; (iv) 2,014,095 shares of Class A Common Stock over which the Reporting Person maintains investment discretion and voting power; (v) 5,650,795 shares of Class A Common Stock issuable upon conversion of 5,650,795 shares of Class B Common Stock held in trusts over which the Reporting Person has investment discretion; and (vi) 15,266 shares of Class A Common Stock issuable upon conversion of 15,266 shares of Class B Common Stock held in a trust with respect to which the Reporting Person may remove and replace the trustee. The Reporting Person does not have voting or dispositive power over shares in the trust referenced in clause (vi). | |
| (b) | Percent of class: 13.7 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 68,031,758 | ||
| (ii) Shared power to vote or to direct the
vote: 0 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 68,031,758 | ||
| (iv) Shared power to dispose or to direct the
disposition of: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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 or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Pursuant to the Voting Agreement, dated as of December 4, 2020, by and among the Reporting Person, Joseph Gebbia, Nathan Blecharczyk, 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 Person disclaims beneficial ownership of the securities beneficially owned by the other parties to the Voting Agreement. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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