ABNB Airbnb Inc

United States

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

Airbnb, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

009066101

(CUSIP Number)

December 31, 2023

(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)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Airbnb, Inc. (the “Issuer”).

888 Brannan Street, San Francisco, California 94103.

This statement is filed on behalf of Joseph Gebbia (the “Reporting Person”).

The business address of the Reporting Person is 888 Brannan Street, San Francisco, California 94103.

The Reporting Person is a citizen of the United States.

Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”).

009066101

Not applicable.

The ownership information below represents beneficial ownership of Class A Common Stock of the Issuer as of December 31, 2023, based upon 436,433,031 shares of Class A Common Stock, which consists of (i) 435,555,969 shares of Class A Common Stock outstanding as of November 10, 2023 and (ii) 877,062 shares of Class A Common Stock issued pursuant to an agreement and plan of merger on November 14, 2023, as disclosed in the Issuer’s Prospectus on Form 424B7 filed with the Securities and Exchange Commission on November 14, 2023. 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 on a one-to-one basis.

The Reporting Person is deemed to be the beneficial owner of 47,101,780 shares of Class A Common Stock, which includes: (i) 1,386 shares of Class A Common Stock held of record by the Reporting Person, (ii) 13,963 shares of Class A Common Stock issuable to the Reporting Person upon vesting of restricted stock units that will vest within 60 days of December 31, 2023, (iii) 21 shares of Class A Common Stock held of record by a trust over which the Reporting Person has investment discretion; (iv) 40,811,978 shares of Class A Common Stock issuable upon conversion of 40,811,978 shares of Class B Common Stock held of record by a trust over which the Reporting Person has investment discretion; (v) 6,092,400 shares of Class A Common Stock issuable upon conversion of 6,092,400 shares of Class B Common Stock held of record by limited liability companies over which the Reporting Person has investment discretion; and (vi) 182,032 shares of Class A Common Stock subject to stock options held of record by the Reporting Person that are exercisable on or within 60 days of December 31, 2023.

Not applicable.

Not applicable.

Not applicable.

Pursuant to the Voting Agreement, dated as of December 4, 2020, by and among the Reporting Person, Brian Chesky, 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.

Not applicable.

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.

Date: February 13, 2024