Statement of Changes in Beneficial Ownership (4)
20 May 2021 - 7:47AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
Greylock XIII GP LLC |
2. Issuer Name and Ticker or Trading Symbol
Airbnb, Inc.
[
ABNB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
2550 SAND HILL ROAD, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/17/2021 |
(Street)
MENLO PARK, CA 94025
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | 5/17/2021 | | J (2) | | | 5165743 | (1) | (1) | Class A Common Stock | 5165743 | $0.00 | 15497129 | I | By Greylock XIII Limited Partnership (3) |
Class B Common Stock | (1) | 5/17/2021 | | J (4) | | | 465071 | (1) | (1) | Class A Common Stock | 465071 | $0.00 | 1395193 | I | By Greylock XIII-A Limited Partnership (5) |
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, in-kind distribution by Greylock XIII LP and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns. Such distribution was made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. |
(3) | The shares are held directly by Greylock XIII Limited Partnership ("Greylock XIII LP"). Greylock XIII GP Limited Liability Company ("Greylock XIII GP") is the sole General Partner of Greylock XIII LP and may be deemed to share voting and dispositive power with respect to the shares held by Greylock XIII LP. Greylock XIII GP disclaims beneficial ownership of the securities held by Greylock XIII LP except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission by Greylock XIII GP of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
(4) | Represents a pro-rata, in-kind distribution by Greylock XIII-A LP and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns. Such distribution was made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. |
(5) | The shares are held directly by Greylock XIII-A Limited Partnership ("Greylock XIII-A LP"). Greylock XIII GP is the sole General Partner of Greylock XIII-A LP and may be deemed to share voting and dispositive power with respect to the shares held by Greylock XIII-A LP. Greylock XIII GP disclaims beneficial ownership of the securities held by Greylock XIII-A LP except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission by Greylock XIII GP of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Greylock XIII GP LLC 2550 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025 |
| X |
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Greylock XIII Limited Partnership 2550 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025 |
| X |
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Greylock XIII-A Limited Partnership 2550 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025 |
| X |
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Signatures
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By: /s/ Donald A. Sullivan, Donald A. Sullivan, as Administrative Partner of Greylock XIII GP LLC | | 5/19/2021 |
**Signature of Reporting Person | Date |
By: /s/ Donald A. Sullivan, Donald A. Sullivan, as Administrative Partner of Greylock XIII GP LLC, the general partner of Greylock XIII Limited Partnership and Greylock XIII-A Limited Partnership | | 5/19/2021 |
**Signature of Reporting Person | Date |
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