| 1. Name
and Address of Reporting Person * SC US (TTGP),
LTD. |
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)
|
|
(Last)
(First)
(Middle)
2800 SAND HILL ROAD, SUITE 101 |
3. Date of Earliest Transaction (MM/DD/YYYY)
5/25/2022
|
|
(Street)
MENLO PARK, CA 94025
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
5/27/2022
|
6. Individual or Joint/Group Filing
(Check Applicable Line) ___
Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting
Person |
| Explanation of
Responses: |
| (1) |
These shares were received
by Sequoia Capital U.S. Venture 2010-Seed Fund L.P. ("USV
2010-Seed") as part of a pro rata distribution-in-kind of Class A
Common Stock of the Issuer to the limited partners of an investment
fund. |
| (2) |
Includes shares of Class A
Common Stock in the following amounts: 8,153 shares held by USV
2010-Seed, 502,758 shares held by Sequoia Capital Global Growth
Fund II, L.P. ("GGF II"), and 7,746 shares held by Sequoia Capital
Global Growth II Principals Fund, L.P. ("GGF II PF"). |
| (3) |
The original Form 4, filed
on May 27, 2022, is being amended by this Form 4 amendment to
correct an administrative error, which misreported the number of
securities acquired by Sequoia Capital Fund Parallel, LLC ("SCFP")
on May 25, 2022. As a result of this administrative error, the
number of shares beneficially owned by the reporting person
following the corrected transaction reflects an increase in the
number of shares reported as beneficially owned by the reporting
person by 4,885 shares. |
| (4) |
SC US (TTGP), Ltd. is: (i)
the general partner of SC Global Growth II Management, L.P., which
is the general partner of each Sequoia Capital Global Growth Fund
II, L.P. ("GGF II") and Sequoia Capital Global Growth II Principals
Fund, L.P. ("GGF II PF"); and (ii) the general partner of SC U.S.
Venture 2010 Management, L.P., which is the general partner of USV
2010-Seed. |
| (5) |
(cont'd) As a result, SC US
(TTGP), Ltd. may be deemed to share voting and dispositive power
with respect to the shares held by GGF II, GGF II PF and USV
2010-Seed. In addition, the directors and stockholders of SC US
(TTGP), Ltd. who exercise voting and investment discretion with
respect to GGF II and GGF II PF are Douglas M. Leone and Roelof F.
Botha. As a result, and by virtue of the relationships described in
this paragraph, each such person may be deemed to share voting and
dispositive power with respect to the shares held by GGF II and GGF
II PF, as applicable. |
| (6) |
(cont'd) Each of SC US
(TTGP), Ltd., SC Global Growth II Management, L.P., U.S. Venture
2010 Management, L.P., Mr. Leone and Mr. Botha disclaims beneficial
ownership of the shares held by GGF II, GGF II PF and USV
2010-Seed, as applicable, except to the extent of its or his
pecuniary interest therein, and the inclusion of these securities
in this report shall not be deemed an admission of beneficial
ownership of the reported securities for purposes of Section 16 or
for any other purposes. |
| (7) |
SC US (TTGP), Ltd. is (i)
the general partner of Sequoia Capital Fund Management, L.P., which
is the general partner of Sequoia Capital Fund, LP ("SCF") and the
managing member of Sequoia Capital Fund Parallel, LLC ("SCFP"). As
a result, SC US (TTGP), Ltd. may be deemed to share voting and
dispositive power with respect to the shares held by SCF and SCFP.
Each of such reporting persons disclaims beneficial ownership of
the shares held by SCF and SCFP, as applicable, except to the
extent of its pecuniary interest therein, and the inclusion of
these securities in this report shall not be deemed an admission of
beneficial ownership of the reported securities for purposes of
Section 16 or for any other purposes. |
| (8) |
Represents a pro rata
distribution of Class A Common Stock of the Issuer to partners or
members of the applicable distributing fund for no consideration
and includes subsequent distributions by general partners or
managing members to their respective partners or members and the
contribution by such partners or members to the applicable
recipient fund. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
SC US (TTGP), LTD.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA 94025 |
|
X |
|
|
SCGGF MANAGEMENT, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA 94025 |
|
X |
|
|
SEQUOIA CAPITAL GLOBAL GROWTH FUND, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA 94025 |
|
X |
|
|
SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND,
L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA 94025 |
|
X |
|
|
SC Global Growth II Management, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA 94025 |
|
X |
|
|
SEQUOIA CAPITAL GLOBAL GROWTH FUND II, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA 94025 |
|
X |
|
|
SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND,
L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA 94025 |
|
X |
|
|
SCGF V Management, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA 94025 |
|
X |
|
|
SEQUOIA CAPITAL U.S. GROWTH FUND V, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA 94025 |
|
X |
|
|
SEQUOIA CAPITAL USGF PRINCIPALS FUND V, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA 94025 |
|
X |
|
|
Signatures
|
|
By: /s/ Jung Yeon Son, by power of attorney for
Douglas Leone, a Director of SC US (TTGP), Ltd. |
|
6/2/2022 |
| **Signature of
Reporting Person |
Date |
|
By: /s/ Jung Yeon Son, by power of attorney for
Douglas Leone, a Director of SC US (TTGP), Ltd., the General
Partner of SCGGF Management, L.P. |
|
6/2/2022 |
| **Signature of
Reporting Person |
Date |
|
By: /s/ Jung Yeon Son, by power of attorney for
Douglas Leone, a Director of SC US (TTGP), Ltd., the General
Partner of SCGGF Management, L.P., the General Partner of Sequoia
Capital Global Growth Fund, L.P. |
|
6/2/2022 |
| **Signature of
Reporting Person |
Date |
|
By: /s/ Jung Yeon Son, by power of attorney for
Douglas Leone, a Director of SC US (TTGP), Ltd., the General
Partner of SCGGF Management, L.P., the General Partner of Sequoia
Capital Global Growth Principals Fund, L.P. |
|
6/2/2022 |
| **Signature of
Reporting Person |
Date |
|
By: /s/ Jung Yeon Son, by power of attorney for
Douglas Leone, a Director of SC US (TTGP), Ltd., the General
Partner of Sequoia Capital Global Growth II Management,
L.P. |
|
6/2/2022 |
| **Signature of
Reporting Person |
Date |
|
By: /s/ Jung Yeon Son, by power of attorney for
Douglas Leone, a Director of SC US (TTGP), Ltd., the General
Partner of Sequoia Capital Global Growth II Management, L.P., the
General Partner of Sequoia Capital Global Growth Fund II,
L.P. |
|
6/2/2022 |
| **Signature of
Reporting Person |
Date |
|
By: /s/ Jung Yeon Son, by power of attorney for
Douglas Leone, a Director of SC US (TTGP), Ltd., the General
Partner of Sequoia Capital Global Growth II Management, L.P., the
General Partner of Sequoia Capital Global Growth II Principals
Fund, L.P. |
|
6/2/2022 |
| **Signature of
Reporting Person |
Date |
|
By: /s/ Jung Yeon Son, by power of attorney for
Douglas Leone, a Director of SC US (TTGP), Ltd., the General
Partner of SCGF V Management LP |
|
6/2/2022 |
| **Signature of
Reporting Person |
Date |
|
By: /s/ Jung Yeon Son, by power of attorney for
Douglas Leone, a Director of SC US (TTGP), Ltd., the General
Partner of SCGF V Management LP, the General Partner of Sequoia
Capital U.S. Growth Fund V, LP |
|
6/2/2022 |
| **Signature of
Reporting Person |
Date |
|
By: /s/ Jung Yeon Son, by power of attorney for
Douglas Leone, a Director of SC US (TTGP), Ltd., the General
Partner of SCGF V Management LP, the General Partner of Sequoia
Capital USGF Principals Fund V, L.P. |
|
6/2/2022 |
| **Signature of
Reporting Person |
Date |
