Statement of Changes in Beneficial Ownership (4)
22 Maio 2023 - 08:32PM
Edgar (US Regulatory)
FORM 4
☐ Check this
box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 * Lin Alfred |
2. Issuer Name and Ticker or Trading
Symbol Airbnb, Inc. [ ABNB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
(Last)
(First)
(Middle)
888 BRANNAN STREET |
3. Date of Earliest Transaction (MM/DD/YYYY)
5/18/2023
|
(Street)
SAN FRANCISCO, CA 94103 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
(City)
(State)
(Zip)
|
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate
that a transaction was made pursuant to a contract, instruction or
written plan that is intended to satisfy the affirmative defense
conditions of Rule 10b5-1(c). See Instruction 10. |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
Class A Common Stock |
5/18/2023 |
|
C(1) |
|
3819552 |
A |
$0 |
4405300 |
I |
Sequoia Capital Fund, LP (3) |
Class A Common Stock |
5/18/2023 |
|
J(2) |
|
3937028 |
D |
$0 |
468272 |
I |
Sequoia Capital Fund, LP (3) |
Class A Common Stock |
5/18/2023 |
|
C(1) |
|
706868 |
A |
$0 |
787641 |
I |
Sequoia Capital Fund Parallel,
LLC (3) |
Class A Common Stock |
5/18/2023 |
|
J(2) |
|
726648 |
D |
$0 |
60996 |
I |
Sequoia Capital Fund Parallel,
LLC (3) |
Class A Common Stock |
5/18/2023 |
|
J(2) |
|
63880 |
A |
$0 |
250615 |
I |
By estate planning vehicle |
Class A Common Stock |
|
|
|
|
|
|
|
8153 |
I |
Sequoia Capital U.S. Venture 2010-Seed Fund,
L.P. (3) |
Class A Common Stock |
|
|
|
|
|
|
|
8775 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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) |
5/18/2023 |
|
C (1) |
|
|
3819552 |
(1) |
(1) |
Class A Common Stock |
3819552 |
$0 |
31027954 |
I |
Sequoia Capital Fund, LP (3) |
Class B Common Stock |
(1) |
5/18/2023 |
|
C (1) |
|
|
706868 |
(1) |
(1) |
Class A Common Stock |
706868 |
$0 |
5752168 |
I |
Sequoia Capital Fund Parallel,
LLC (3) |
Explanation of
Responses: |
(1) |
The Issuer's Class B Common
Stock is convertible into the Issuer's Class A Common Stock on a
one-for-one basis at the election of the holder thereof and has no
expiration date. |
(2) |
Represents a pro rata
in-kind distribution of shares of Class A Common Stock of the
Issuer to partners or members for no consideration and includes
subsequent distributions by general partners or managing members to
their respective partners or members. |
(3) |
The Reporting Person is a
director and stockholder of SC US (TTGP), Ltd. SC US (TTGP), Ltd is
(i) the general partner of Sequoia Capital Fund Management, L.P.,
which is the general partner of each of Sequoia Capital Fund, LP
("SCF") and Sequoia Capital Fund Parallel, LLC ("SCFP"), and (ii)
the general partner of SC U.S. Venture 2010 Management, L.P., which
is the general partner of Sequoia Capital U.S. Venture 2010-Seed
Fund L.P. ("USV 2010-Seed"). The Reporting Person disclaims
beneficial ownership of these securities except to the extent of
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. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Lin Alfred
888 BRANNAN STREET
SAN FRANCISCO, CA 94103 |
X |
X |
|
|
Signatures
|
/s/ Jung Yeon Son, Attorney-in-fact for Alfred
Lin |
|
5/22/2023 |
**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). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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