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).
|
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
|
|
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)
5/18/2023
|
(Street)
MENLO PARK, CA 94025 |
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 |
(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) |
|
726645 |
D |
$0 |
60996 |
I |
Sequoia Capital Fund Parallel,
LLC (3) |
Class A Common Stock |
|
|
|
|
|
|
|
8153 |
I |
Sequoia Capital U.S. Venture 2010-Seed Fund,
L.P. (3) |
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) |
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"). As a result, SC US (TTGP), Ltd. may be
deemed to share voting and dispositive power with respect to the
shares held by SCF, SCFP and USV 2010-Seed. Each of such reporting
persons disclaims beneficial ownership of the shares held by SCF,
SCFP and USV 2010-Seed, 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. |
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 |
|
|
Sequoia Capital Fund Management, L.P.
C/O SEQUOIA CAPITAL
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA 94025 |
|
X |
|
|
Sequoia Capital Fund Parallel, LLC
C/O SEQUOIA CAPITAL
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA 94025 |
|
X |
|
|
Sequoia Capital Fund, L.P.
C/O SEQUOIA CAPITAL
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA 94025 |
|
X |
|
|
SC U.S. VENTURE 2010 MANAGEMENT, L.P.
C/O SEQUOIA CAPITAL
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA 94025 |
|
X |
|
|
SEQUOIA CAPITAL U.S. VENTURE 2010-SEED FUND,
L.P.
C/O SEQUOIA CAPITAL
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA 94025 |
|
X |
|
|
Signatures
|
By: /s/ Jung Yeon Son, by power of attorney for
Roelof Botha, a Director of SC US (TTGP), Ltd. |
|
5/22/2023 |
**Signature of Reporting
Person |
Date |
By: /s/ Jung Yeon Son, by power of attorney for
Roelof Botha, a Director of SC US (TTGP), Ltd., the General Partner
of Sequoia Capital Fund Management, L.P. |
|
5/22/2023 |
**Signature of Reporting
Person |
Date |
By: /s/ Jung Yeon Son, by power of attorney for
Roelof Botha, a Director of SC US (TTGP), Ltd., the General Partner
of Sequoia Capital Fund Management, L.P., which is the General
Partner of Sequoia Capital Fund, LP |
|
5/22/2023 |
**Signature of Reporting
Person |
Date |
By: /s/ Jung Yeon Son, by power of attorney for
Roelof Botha, a Director of SC US (TTGP), Ltd., the General Partner
of Sequoia Capital Fund Management, L.P., which is the General
Partner of Sequoia Capital Fund Parallel, LLC |
|
5/22/2023 |
**Signature of Reporting
Person |
Date |
By: /s/ Jung Yeon Son, by power of attorney for
Roelof Botha, a Director of SC US (TTGP), Ltd., the General Partner
of SC U.S. Venture 2010 Management, L.P. |
|
5/22/2023 |
**Signature of Reporting
Person |
Date |
By: /s/ Jung Yeon Son, by power of attorney for
Roelof Botha, a Director of SC US (TTGP), Ltd., 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. |
|
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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