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.     )*

 

 

Airbnb, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

009066101**

(CUSIP Number)

December 31, 2020

(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 remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

**

This CUSIP number applies to the Issuer’s Class A Common Stock. One share of Class B Common Stock is convertible at any time into one share of Class A Common Stock.

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).

 

 

 


  1    

  NAME OF REPORTING PERSON

 

  SEQUOIA CAPITAL GLOBAL GROWTH FUND, L.P. (“SEQUOIA CAPITAL GLOBAL GROWTH FUND”)

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

  SOLE VOTING POWER

 

  0

   6   

  SHARED VOTING POWER

 

  4,285,190, of which 4,285,190 shares are Class B common stock

   7   

  SOLE DISPOSITIVE POWER

 

  0

   8   

  SHARED DISPOSITIVE POWER

 

  4,285,190, of which 4,285,190 shares are Class B common stock

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  4,285,190

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  4.2%1

12  

  TYPE OF REPORTING PERSON

 

  PN

 

1

Based on a total of 98,682,548 shares of Class A common stock outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 11, 2020.


  1    

  NAME OF REPORTING PERSON

 

  SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND, L.P. (“SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND”)

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

  SOLE VOTING POWER

 

  0

   6   

  SHARED VOTING POWER

 

  124,348, of which 124,348 shares are Class B common stock

   7   

  SOLE DISPOSITIVE POWER

 

  0

   8   

  SHARED DISPOSITIVE POWER

 

  124,348, of which 124,348 shares are Class B common stock

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  124,348

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  0.1%1

12  

  TYPE OF REPORTING PERSON

 

  PN

 

1

Based on a total of 98,682,548 shares of Class A common stock outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 11, 2020.


  1    

  NAME OF REPORTING PERSON

 

  SEQUOIA CAPITAL XII, LP (“SEQUOIA CAPITAL XII”)

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  DELAWARE

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

  SOLE VOTING POWER

 

  0

   6   

  SHARED VOTING POWER

 

  60,716,820, of which 60,716,820 shares are Class B common stock

   7   

  SOLE DISPOSITIVE POWER

 

  0

   8   

  SHARED DISPOSITIVE POWER

 

  60,716,820, of which 60,716,820 shares are Class B common stock

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  60,716,820

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  38.1%1

12  

  TYPE OF REPORTING PERSON

 

  PN

 

1

Based on a total of 98,682,548 shares of Class A common stock outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 11, 2020.


  1    

  NAME OF REPORTING PERSON

 

  SEQUOIA TECHNOLOGY PARTNERS XII, LP (“SEQUOIA TECHNOLOGY PARTNERS XII”)

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  DELAWARE

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

  SOLE VOTING POWER

 

  0

   6   

  SHARED VOTING POWER

 

  2,271,924, of which 2,271,924 shares are Class B common stock

   7   

  SOLE DISPOSITIVE POWER

 

  0

   8   

  SHARED DISPOSITIVE POWER

 

  2,271,924, of which 2,271,924 shares are Class B common stock

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  2,271,924

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  2.3%1

12  

  TYPE OF REPORTING PERSON

 

  PN

 

1

Based on a total of 98,682,548 shares of Class A common stock outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 11, 2020.


  1    

  NAME OF REPORTING PERSON

 

  SEQUOIA CAPITAL XII PRINCIPALS FUND, LLC (“SEQUOIA CAPITAL XII PRINCIPALS FUND”)

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  DELAWARE

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

  SOLE VOTING POWER

 

  0

   6   

  SHARED VOTING POWER

 

  6,489,252, of which 6,489,252 shares are Class B common stock

   7   

  SOLE DISPOSITIVE POWER

 

  0

   8   

  SHARED DISPOSITIVE POWER

 

  6,489,252, of which 6,489,252 shares are Class B common stock

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  6,489,252

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  6.2%1

12  

  TYPE OF REPORTING PERSON

 

  OO

 

1

Based on a total of 98,682,548 shares of Class A common stock outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 11, 2020.


  1    

  NAME OF REPORTING PERSON

 

  SEQUOIA CAPITAL U.S. GROWTH FUND VII, L.P. (“SEQUOIA CAPITAL U.S. GROWTH FUND VII”)

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

  SOLE VOTING POWER

 

  0

   6   

  SHARED VOTING POWER

 

  294,822, of which 102,816 shares are Class A common stock and 192,006 shares are Class B common stock

   7   

  SOLE DISPOSITIVE POWER

 

  0

   8   

  SHARED DISPOSITIVE POWER

 

  294,822, of which 102,816 are Class A common stock and 192,006 shares are Class B common stock

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  294,822

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  0.3%1

12  

  TYPE OF REPORTING PERSON

 

  PN

 

1

Based on a total of 98,682,548 shares of Class A common stock outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 11, 2020.


  1    

  NAME OF REPORTING PERSON

 

  SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND, L.P. (“SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND”)

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

  SOLE VOTING POWER

 

  0

   6   

  SHARED VOTING POWER

 

  19,186, of which 6,690 shares are Class A common stock and 12,496 shares are Class B common stock

   7   

  SOLE DISPOSITIVE POWER

 

  0

   8   

  SHARED DISPOSITIVE POWER

 

  19,186, of which 6,690 shares are Class A common stock and 12,496 shares are Class B common stock

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  19,186

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  Less than 0.1%1

12  

  TYPE OF REPORTING PERSON

 

  PN

 

1

Based on a total of 98,682,548 shares of Class A common stock outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 11, 2020.


  1    

  NAME OF REPORTING PERSON

 

  SEQUOIA CAPITAL GLOBAL GROWTH FUND II, L.P. (“SEQUOIA CAPITAL GLOBAL GROWTH FUND II”)

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

  SOLE VOTING POWER

 

  0

   6   

  SHARED VOTING POWER

 

  1,648,838, of which 575,004 shares are Class A common stock and 1,073,834 shares are Class B common stock

   7   

  SOLE DISPOSITIVE POWER

 

  0

   8   

  SHARED DISPOSITIVE POWER

 

  1,648,838, of which 575,004 shares are Class A common stock and 1,073,834 shares are Class B common stock

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  1,648,838

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  1.7%1

12  

  TYPE OF REPORTING PERSON

 

  PN

 

1

Based on a total of 98,682,548 shares of Class A common stock outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 11, 2020.


  1    

  NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND, L.P. (“SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND”)

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

  SOLE VOTING POWER

 

  0

   6   

  SHARED VOTING POWER

 

  20,364, of which 7,102 shares are Class A common stock and 13,262 shares are Class B common stock

   7   

  SOLE DISPOSITIVE POWER

 

  0

   8   

  SHARED DISPOSITIVE POWER

 

  20,364, of which 7,102 shares are Class A common stock and 13,262 shares are Class B common stock

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  20,364

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  Less than 0.1%1

12  

  TYPE OF REPORTING PERSON

 

  PN

 

1

Based on a total of 98,682,548 shares of Class A common stock outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 11, 2020.


  1    

  NAME OF REPORTING PERSON

 

  SC US GF V HOLDINGS, LTD. (“SC US GF V HOLDINGS”)

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

  SOLE VOTING POWER

 

  0

   6   

  SHARED VOTING POWER

 

  6,098,400, of which 6,098,400 shares are Class B common stock

   7   

  SOLE DISPOSITIVE POWER

 

  0

   8   

  SHARED DISPOSITIVE POWER

 

  6,098,400, of which 6,098,400 shares are Class B common stock

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  6,098,400

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  5.8%1

12  

  TYPE OF REPORTING PERSON

 

  OO

 

1

Based on a total of 98,682,548 shares of Class A common stock outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 11, 2020.


  1    

  NAME OF REPORTING PERSON

 

  SCGGF MANAGEMENT, L.P. (“SCGGF MANAGEMENT”)

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

  SOLE VOTING POWER

 

  0

   6   

  SHARED VOTING POWER

 

4,409,538 shares, of which 4,285,190 of Class B common stock are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND and 124,348 of Class B common stock are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND and SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND is SCGGF MANAGEMENT.

   7   

  SOLE DISPOSITIVE POWER

 

  0

   8   

  SHARED DISPOSITIVE POWER

 

4,409,538 shares, of which 4,285,190 of Class B common stock are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND and 124,348 of Class B common stock are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND and SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND is SCGGF MANAGEMENT.

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  4,409,538

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  4.3%1

12  

  TYPE OF REPORTING PERSON

 

  PN

 

1

Based on a total of 98,682,548 shares of Class A common stock outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 11, 2020.


  1    

  NAME OF REPORTING PERSON

 

  SC XII MANAGEMENT, LLC (“SC XII MANAGEMENT”)

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  DELAWARE

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

  SOLE VOTING POWER

 

  0

   6   

  SHARED VOTING POWER

 

  69,477,996 shares, of which 60,716,820 of Class B common stock are directly owned by SEQUOIA CAPITAL XII, 2,271,924 of Class B common stock directly owned by SEQUOIA TECHNOLOGY PARTNERS XII and 6,489,252 of Class B common stock directly owned by SEQUOIA CAPITAL XII PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL XII and SEQUOIA TECHNOLOGY PARTNERS XII is SC XII MANAGEMENT. The Managing Member of SEQUOIA CAPITAL XII PRINCIPALS FUND is SC XII MANAGEMENT.

   7   

  SOLE DISPOSITIVE POWER

 

  0

   8   

  SHARED DISPOSITIVE POWER

 

  69,477,996 shares, of which 60,716,820 of Class B common stock are directly owned by SEQUOIA CAPITAL XII, 2,271,924 of Class B common stock directly owned by SEQUOIA TECHNOLOGY PARTNERS XII and 6,489,252 of Class B common stock directly owned by SEQUOIA CAPITAL XII PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL XII and SEQUOIA TECHNOLOGY PARTNERS XII is SC XII MANAGEMENT. The Managing Member of SEQUOIA CAPITAL XII PRINCIPALS FUND is SC XII MANAGEMENT.

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  69,477,996

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  41.3%1

12  

  TYPE OF REPORTING PERSON

 

  OO

 

1

Based on a total of 98,682,548 shares of Class A common stock outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 11, 2020.


  1    

  NAME OF REPORTING PERSON

 

  SC U.S. GROWTH VII MANAGEMENT, L.P. (“SC U.S. GROWTH VII MANAGEMENT”)

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

  SOLE VOTING POWER

 

  0

   6   

  SHARED VOTING POWER

 

  314,008 shares, of which 102,816 shares of Class A common stock and 192,006 shares of Class B common stock are directly owned by SEQUOIA CAPITAL U.S. GROWTH FUND VII and 6,690 shares of Class A common stock and 12,496 shares of Class B common stock are directly owned by SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL U.S. GROWTH FUND VII and SEQUOIA CAPITAL U.S. GROWTH FUND VII PRINCIPALS FUND is SC U.S. GROWTH VII MANAGEMENT.

   7   

  SOLE DISPOSITIVE POWER

 

  0

   8   

  SHARED DISPOSITIVE POWER

 

  314,008 shares, of which 102,816 shares of Class A common stock and 192,006 shares of Class B common stock are directly owned by SEQUOIA CAPITAL U.S. GROWTH FUND VII and 6,690 shares of Class A common stock and 12,496 shares of Class B common stock are directly owned by SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL U.S. GROWTH FUND VII and SEQUOIA CAPITAL U.S. GROWTH FUND VII PRINCIPALS FUND is SC U.S. GROWTH VII MANAGEMENT.

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  314,008

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  0.3%1

12  

  TYPE OF REPORTING PERSON

 

  PN

 

1

Based on a total of 98,682,548 shares of Class A common stock outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 11, 2020.


  1    

  NAME OF REPORTING PERSON

 

  SC GLOBAL GROWTH II MANAGEMENT, L.P. (“SC GLOBAL GROWTH II MANAGEMENT”)

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

  SOLE VOTING POWER

 

  0

   6   

  SHARED VOTING POWER

 

  1,669,202 shares, of which 575,004 shares of Class A common stock and 1,073,834 shares of Class B common stock are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND II and 7,102 shares of Class A common stock and 13,262 shares of Class B common stock are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL GROWTH FUND II PRINCIPALS FUND is SC GLOBAL GROWTH II MANAGEMENT.

   7   

  SOLE DISPOSITIVE POWER

 

  0

   8   

  SHARED DISPOSITIVE POWER

 

  1,669,202 shares, of which 575,004 shares of Class A common stock and 1,073,834 shares of Class B common stock are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND II and 7,102 shares of Class A common stock and 13,262 shares of Class B common stock are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL GROWTH FUND II PRINCIPALS FUND is SC GLOBAL GROWTH II MANAGEMENT.

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  1,669,202

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  1.7%1

12  

  TYPE OF REPORTING PERSON

 

  PN

 

1

Based on a total of 98,682,548 shares of Class A common stock outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 11, 2020.


  1    

  NAME OF REPORTING PERSON

 

  SEQUOIA CAPITAL U.S. GROWTH FUND V, L.P. (“SEQUOIA CAPITAL U.S. GROWTH FUND V”)

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

  SOLE VOTING POWER

 

  0

   6   

  SHARED VOTING POWER

 

  6,098,400 shares, of which 6,098,400 shares of Class B common stock are directly owned by SC US GF V HOLDINGS. SEQUOIA CAPITAL U.S. GROWTH FUND V and SEQUOIA CAPITAL USGF PRINCIPALS FUND V, together, own 100% of the outstanding shares of SC US GF V HOLDINGS.

   7   

  SOLE DISPOSITIVE POWER

 

  0

   8   

  SHARED DISPOSITIVE POWER

 

  6,098,400 shares, of which 6,098,400 shares of Class B common stock are directly owned by SC US GF V HOLDINGS. SEQUOIA CAPITAL U.S. GROWTH FUND V and SEQUOIA CAPITAL USGF PRINCIPALS FUND V, together, own 100% of the outstanding shares of SC US GF V HOLDINGS.

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  6,098,400

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  5.8%1

12  

  TYPE OF REPORTING PERSON

 

  PN

 

1

Based on a total of 98,682,548 shares of Class A common stock outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 11, 2020.


  1    

  NAME OF REPORTING PERSON

 

  SEQUOIA CAPITAL USGF PRINCIPALS FUND V, L.P. (“SEQUOIA CAPITAL USGF PRINCIPALS FUND V”)

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

  SOLE VOTING POWER

 

  0

   6   

  SHARED VOTING POWER

 

  6,098,400 shares, of which 6,098,400 shares of Class B common stock are directly owned by SC US GF V HOLDINGS. SEQUOIA CAPITAL U.S. GROWTH FUND V and SEQUOIA CAPITAL USGF PRINCIPALS FUND V, together, own 100% of the outstanding shares of SC US GF V HOLDINGS.

   7   

  SOLE DISPOSITIVE POWER

 

  0

   8   

  SHARED DISPOSITIVE POWER

 

  6,098,400 shares, of which 6,098,400 shares of Class B common stock are directly owned by SC US GF V HOLDINGS. SEQUOIA CAPITAL U.S. GROWTH FUND V and SEQUOIA CAPITAL USGF PRINCIPALS FUND V, together, own 100% of the outstanding shares of SC US GF V HOLDINGS.

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  6,098,400

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  5.8%1

12  

  TYPE OF REPORTING PERSON

 

  PN

 

1

Based on a total of 98,682,548 shares of Class A common stock outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 11, 2020.


  1    

  NAME OF REPORTING PERSON

 

  SCGF V MANAGEMENT, L.P. (“SCGF V MANAGEMENT”)

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

  SOLE VOTING POWER

 

  0

   6   

  SHARED VOTING POWER

 

  6,098,400 shares, of which 6,098,400 shares of Class B common stock are directly owned by SC US GF V HOLDINGS. SEQUOIA CAPITAL U.S. GROWTH FUND V and SEQUOIA CAPITAL USGF PRINCIPALS FUND V, together, own 100% of the outstanding shares of SC US GF V HOLDINGS. The General Partner of each of SEQUOIA CAPITAL U.S. GROWTH FUND V and SEQUOIA CAPITAL USGF PRINCIPALS FUND V is SCGF V MANAGEMENT.

   7   

  SOLE DISPOSITIVE POWER

 

  0

   8   

  SHARED DISPOSITIVE POWER

 

  6,098,400 shares, of which 6,098,400 shares of Class B common stock are directly owned by SC US GF V HOLDINGS. SEQUOIA CAPITAL U.S. GROWTH FUND V and SEQUOIA CAPITAL USGF PRINCIPALS FUND V, together, own 100% of the outstanding shares of SC US GF V HOLDINGS. The General Partner of each of SEQUOIA CAPITAL U.S. GROWTH FUND V and SEQUOIA CAPITAL USGF PRINCIPALS FUND V is SCGF V MANAGEMENT.

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  6,098,400

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  5.8%1

12  

  TYPE OF REPORTING PERSON

 

  PN

 

1

Based on a total of 98,682,548 shares of Class A common stock outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 11, 2020.


  1    

  NAME OF REPORTING PERSON

 

  SC US (TTGP), LTD. (“SC US (TTGP)”)

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

  SOLE VOTING POWER

 

  0

   6   

  SHARED VOTING POWER

 

  12,491,148 shares, of which 4,285,190 shares of Class B common stock are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND, 124,348 shares of Class B common stock are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND, 102,816 shares of Class A common stock and 192,006 shares of Class B common stock are directly owned by SEQUOIA CAPITAL U.S. GROWTH FUND VII, 6,690 shares of Class A common stock and 12,496 shares of Class B common stock are directly owned by SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND, 575,004 shares of Class A common stock and 1,073,834 shares of Class B common stock are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND II, 7,102 shares of Class A common stock and 13,262 shares of Class B common stock are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND and 6,098,400 shares of Class B common stock are directly owned by SC US GF V HOLDINGS. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND and SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND is SCGGF MANAGEMENT. The General Partner of each of SEQUOIA CAPITAL U.S. GROWTH FUND VII and SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND is SC U.S. GROWTH VII MANAGEMENT. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND is SC GLOBAL GROWTH II MANAGEMENT. SEQUOIA CAPITAL U.S. GROWTH FUND V and SEQUOIA CAPITAL USGF PRINCIPALS FUND V, together, own 100% of the outstanding shares of SC US GF V HOLDINGS. The General Partner of each of SEQUOIA CAPITAL U.S. GROWTH FUND V and SEQUOIA CAPITAL USGF PRINCIPALS FUND V is SCGF V MANAGEMENT. SC US TTGP is the General Partner of SCGGF MANAGEMENT, SC U.S. GROWTH VII MANAGEMENT, SC GLOBAL GROWTH II MANAGEMENT and SCGF V MANAGEMENT.

   7   

  SOLE DISPOSITIVE POWER

 

  0

   8   

  SHARED DISPOSITIVE POWER

 

  12,491,148 shares, of which 4,285,190 shares of Class B common stock are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND, 124,348 shares of Class B common stock are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND, 102,816 shares of Class A common stock and 192,006 shares of Class B common stock are directly owned by SEQUOIA CAPITAL U.S. GROWTH FUND VII, 6,690 shares of Class A common stock and 12,496 shares of Class B common stock are directly owned by SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND, 575,004 shares of Class A common stock and 1,073,834 shares of Class B common stock are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND II, 7,102 shares of Class A common stock and 13,262 shares of Class B common stock are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND and 6,098,400 shares of Class B common stock are directly owned by SC US GF V HOLDINGS. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND and SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND is SCGGF MANAGEMENT. The General Partner of each of SEQUOIA CAPITAL U.S. GROWTH FUND VII and SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND is SC U.S. GROWTH VII MANAGEMENT. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND is SC GLOBAL GROWTH II MANAGEMENT. SEQUOIA CAPITAL U.S. GROWTH FUND V and SEQUOIA CAPITAL USGF PRINCIPALS FUND V, together, own 100% of the outstanding shares of SC US GF V HOLDINGS. The General Partner of each of SEQUOIA CAPITAL U.S. GROWTH FUND V and SEQUOIA CAPITAL USGF PRINCIPALS FUND V is SCGF V MANAGEMENT. SC US TTGP is the General Partner of SCGGF MANAGEMENT, SC U.S. GROWTH VII MANAGEMENT, SC GLOBAL GROWTH II MANAGEMENT and SCGF V MANAGEMENT.

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  12,491,148

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  11.3%1

12  

  TYPE OF REPORTING PERSON

 

  OO

 

1

Based on a total of 98,682,548 shares of Class A common stock outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 11, 2020.


  1    

  NAME OF REPORTING PERSON

 

  DOUGLAS LEONE (“DL”)

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  USA

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

  SOLE VOTING POWER

 

  0

   6   

  SHARED VOTING POWER

 

  6,078,740, of which 4,285,190 shares are Class B common stock directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND, 124,348 shares are Class B common stock directly owned by SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND, 575,004 shares are Class A common stock and 1,073,834 shares are Class B common stock directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND II and 7,102 shares of Class A common stock and 13,262 shares are Class B common stock directly owned by SEQUOIA CAPITAL GLOBAL II PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND and SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND is SCGGF MANAGEMENT. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL II PRINCIPALS FUND is SC GLOBAL GROWTH II MANAGEMENT. The General Partner of each of SCGGF MANAGEMENT and SC GLOBAL GROWTH II MANAGEMENT is SC US (TTGP). The directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL GLOBAL GROWTH FUND and SEQUOIA CAPITAL GLOBAL PRINCIPALS FUND are Messrs. DL and JG, and the directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND are Messrs. DL and RB.

   7   

  SOLE DISPOSITIVE POWER

 

  0

   8   

  SHARED DISPOSITIVE POWER

 

  6,078,740, of which 4,285,190 shares are Class B common stock directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND, 124,348 shares are Class B common stock directly owned by SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND, 575,004 shares are Class A common stock and 1,073,834 shares are Class B common stock directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND II and 7,102 shares of Class A common stock and 13,262 shares are Class B common stock directly owned by SEQUOIA CAPITAL GLOBAL II PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND and SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND is SCGGF MANAGEMENT. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL II PRINCIPALS FUND is SC GLOBAL GROWTH II MANAGEMENT. The General Partner of each of SCGGF MANAGEMENT and SC GLOBAL GROWTH II MANAGEMENT is SC US (TTGP). The directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL GLOBAL GROWTH FUND and SEQUOIA CAPITAL GLOBAL PRINCIPALS FUND are Messrs. DL and JG, and the directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND are Messrs. DL and RB.

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  6,078,740

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  5.8%1

12  

  TYPE OF REPORTING PERSON

 

  IN

 

1

Based on a total of 98,682,548 shares of Class A common stock outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 11, 2020.


  1    

  NAME OF REPORTING PERSON

 

  JAMES GOETZ (“JG”)

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  USA

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

  SOLE VOTING POWER

 

  0

   6   

  SHARED VOTING POWER

 

  4,409,538, of which 4,285,190 shares are Class B common stock directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND and 124,348 shares are Class B common stock directly owned by SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND and SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND is SCGGF MANAGEMENT. The General Partner of SCGGF MANAGEMENT is SC US (TTGP). The directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL GLOBAL GROWTH FUND and SEQUOIA CAPITAL GLOBAL PRINCIPALS FUND are Messrs. DL and JG.

   7   

  SOLE DISPOSITIVE POWER

 

  0

   8   

  SHARED DISPOSITIVE POWER

 

  4,409,538, of which 4,285,190 shares are Class B common stock directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND and 124,348 shares are Class B common stock directly owned by SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND and SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND is SCGGF MANAGEMENT. The General Partner of SCGGF MANAGEMENT is SC US (TTGP). The directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL GLOBAL GROWTH FUND and SEQUOIA CAPITAL GLOBAL PRINCIPALS FUND are Messrs. DL and JG.

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  4,409,538

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  4.3%1

12  

  TYPE OF REPORTING PERSON

 

  IN

 

1

Based on a total of 98,682,548 shares of Class A common stock outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 11, 2020.


  1    

  NAME OF REPORTING PERSON

 

  ROELOF BOTHA (“RB”)

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  USA

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

  SOLE VOTING POWER

 

  0

   6   

  SHARED VOTING POWER

 

  1,669,202, of which 575,004 shares are Class A common stock and 1,073,834 shares are Class B common stock directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND II and 7,102 shares are Class A common stock and 13,262 shares are Class B common stock directly owned by SEQUOIA CAPITAL GLOBAL II PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL II PRINCIPALS FUND is SC GLOBAL GROWTH II MANAGEMENT. The General Partner of SC GLOBAL GROWTH II MANAGEMENT is SC US (TTGP). The directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND are Messrs. DL and RB.

   7   

  SOLE DISPOSITIVE POWER

 

  0

   8   

  SHARED DISPOSITIVE POWER

 

  1,669,202, of which 575,004 shares are Class A common stock and 1,073,834 shares are Class B common stock directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND II and 7,102 shares are Class A common stock and 13,262 shares are Class B common stock directly owned by SEQUOIA CAPITAL GLOBAL II PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL II PRINCIPALS FUND is SC GLOBAL GROWTH II MANAGEMENT. The General Partner of SC GLOBAL GROWTH II MANAGEMENT is SC US (TTGP). The directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND are Messrs. DL and RB.

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  1,669,202

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  1.7%1

12  

  TYPE OF REPORTING PERSON

 

  IN

 

1

Based on a total of 98,682,548 shares of Class A common stock outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 11, 2020.


ITEM 1.

(a) Name of Issuer:

Airbnb, Inc.

(b) Address of Issuer’s Principal Executive Offices:

888 Brannan Street

San Francisco, California 94103

 

ITEM 2.

(a) Name of Persons Filing:

Sequoia Capital Global Growth Fund, L.P.

Sequoia Capital Global Growth Principals Fund, L.P.

Sequoia Capital XII, LP

Sequoia Capital Technology Partners XII, L.P.

Sequoia Capital XII Principals Fund, LLC

Sequoia Capital U.S. Growth Fund VII, L.P.

Sequoia Capital U.S. Growth VII Principals Fund, L.P.

Sequoia Capital Global Growth Fund II, L.P.

Sequoia Capital Global Growth II Principals Fund, L.P.

SC US GF V Holdings, Ltd.

SCGGF Management, L.P.

SC XII Management, LLC

SC U.S. Growth VII Management, L.P.

SC Global Growth II Management, L.P.

Sequoia Capital U.S. Growth Fund V, L.P.

Sequoia Capital USGF Principals Fund V, L.P.

SCGF V Management, L.P.

SC US (TTGP), Ltd.

Douglas Leone

James Goetz

Roelof Botha

The General Partner of SEQUOIA CAPITAL GLOBAL GROWTH FUND and SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND is SCGGF MANAGEMENT. The General Partner of SCGGF MANAGEMENT is SC US (TTGP). The directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL GLOBAL GROWTH FUND and SEQUOIA CAPITAL GLOBAL PRINCIPALS FUND are Messrs. DL and JG.

The General Partner of SEQUOIA CAPITAL XII and SEQUOIA TECHNOLOGY PARTNERS XII is SC XII MANAGEMENT. The Managing Member of SEQUOIA CAPITAL XII PRINCIPALS FUND is SC XII MANAGEMENT.

The General Partner of SEQUOIA CAPITAL U.S. GROWTH FUND VII and SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND is SC U.S. GROWTH VII MANAGEMENT. The General Partner of SC U.S. GROWTH VII MANAGEMENT is SC US (TTGP).

The General Partner of SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND is SC GLOBAL GROWTH II MANAGEMENT. The General Partner of SC GLOBAL GROWTH II MANAGEMENT is SC US (TTGP). The directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND are Messrs. DL and RB.

SEQUOIA CAPITAL U.S. GROWTH FUND V and SEQUOIA CAPITAL USGF PRINCIPALS FUND V, together, own 100% of the outstanding shares of SC US GF V HOLDINGS. The General Partner of each of SEQUOIA CAPITAL U.S. GROWTH FUND V and SEQUOIA CAPITAL USGF PRINCIPALS FUND V is SCGF V MANAGEMENT. The General Partner of SCGF V MANAGEMENT is SC US (TTGP).

(b) Address of Principal Business Office or, if none, Residence:

2800 Sand Hill Road, Suite 101

Menlo Park, CA 94025


(c) Citizenship:

SEQUOIA CAPITAL GLOBAL GROWTH FUND, SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND, SEQUOIA CAPITAL U.S. GROWTH FUND VII, SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND, SEQUOIA CAPITAL GLOBAL GROWTH FUND II, SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND, SC US GF V HOLDINGS, SCGGF MANAGEMENT, SC U.S. GROWTH VII MANAGEMENT, SC GLOBAL GROWTH II MANAGEMENT, SEQUOIA CAPITAL U.S. GROWTH FUND V, SEQUOIA CAPITAL USGF PRINCIPALS FUND V, SCGF V MANAGEMENT, SC US (TTGP): Cayman Islands

SEQUOIA CAPITAL XII, SEQUOIA TECHNOLOGY PARTNERS XII, SEQUOIA CAPITAL XII PRINCIPALS FUND, SC XII MANAGEMENT: Delaware

DL, JG, RB: USA

(d) CUSIP No.: 009066101

 

ITEM 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

NOT APPLICABLE

 

ITEM 4.

OWNERSHIP

SEE ROWS 5 THROUGH 11 OF COVER PAGES

 

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ☐.

 

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

NOT APPLICABLE

 

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

NOT APPLICABLE

 

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

NOT APPLICABLE

 

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP.

NOT APPLICABLE

 

ITEM 10.

CERTIFICATION

NOT APPLICABLE


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 16, 2021

 

Sequoia Capital Global Growth Fund, L.P.
By:   SCGGF Management, L.P.
  its General Partner
By:   SC US (TTGP), Ltd.
  its General Partner
By:  

/s/ Douglas Leone

  Douglas Leone, Director
Sequoia Capital Global Growth Principals Fund, L.P.
By:   SCGGF Management, L.P.
  its General Partner
By:   SC US (TTGP), Ltd.
  its General Partner
By:  

/s/ Douglas Leone

  Douglas Leone, Director
Sequoia Capital XII, LP
By:   SC XII Management, LLC
  its General Partner
By:  

/s/ Douglas Leone

  Douglas Leone, Director
Sequoia Technology Partners XII, LP
By:   SC XII Management, LLC
  its General Partner

 

By:  

/s/ Douglas Leone

  Douglas Leone, Director
Sequoia Capital XII Principals Fund, LLC
By:   SC XII Management, LLC
  its Managing Member
By:  

/s/ Douglas Leone

  Douglas Leone, Director


Sequoia Capital U.S. Growth Fund VII, L.P.
By:   SC U.S. Growth VII Management, L.P.
  its General Partner
By:   SC US (TTGP), Ltd.
  its General Partner
By:  

/s/ Douglas Leone

  Douglas Leone, Director
Sequoia Capital U.S. Growth VII Principals Fund, L.P.
By:   SC U.S. Growth VII Management, L.P.
  its General Partner
By:   SC US (TTGP), Ltd.
  its General Partner
By:  

/s/ Douglas Leone

  Douglas Leone, Director


Sequoia Capital Global Growth Fund II, L.P.
By:  

SC Global Growth II Management, L.P.

its General Partner

By:  

SC US (TTGP), Ltd.

its General Partner

By:  

/s/ Douglas Leone

  Douglas Leone, Director
Sequoia Capital Global Growth II Principals Fund, L.P.
By:  

SC Global Growth II Management, L.P.

its General Partner

By:  

SC US (TTGP), Ltd.

its General Partner

By:  

/s/ Douglas Leone

  Douglas Leone, Director
SC US GF V Holdings, Ltd.
By:  
  Sequoia Capital U.S. Growth Fund V, L.P.
 

Sequoia Capital USGF Principals Fund V, L.P.

its Members

By:  

SCGF V Management, L.P.

the General Partner of the Members

By:  

SC US (TTGP), Ltd.

its General Partner

By:  

/s/ Douglas Leone

  Douglas Leone, Director
SCGGF V Management, L.P.
By:  

SC US (TTGP), Ltd.

its General Partner

By:  

/s/ Douglas Leone

  Douglas Leone, Director
SC XII Management, LLC
By:  

/s/ Douglas Leone

  Douglas Leone, Director


SC U.S. Growth VII Management, L.P.
By:  

SC US (TTGP), Ltd.

its General Partner

By:  

/s/ Douglas Leone

  Douglas Leone, Director
SC Global Growth II Management, L.P.
By:  

SC US (TTGP), Ltd.

its General Partner

By:  

/s/ Douglas Leone

  Douglas Leone, Director
Sequoia Capital U.S. Growth Fund V, L.P.
By:  

SCGF V Management, L.P.

its General Partner

By:  

SC US (TTGP), Ltd.

its General Partner

By:  

/s/ Douglas Leone

  Douglas Leone, Director
Sequoia Capital USGF Principals Fund V, L.P.
By:  

SCGF V Management, L.P.

its General Partner

By:  

SC US (TTGP), Ltd.

its General Partner

By:  

/s/ Douglas Leone

  Douglas Leone, Director
SCGF V Management, L.P.
By:   SC US (TTGP), Ltd. its General Partner
By:  

/s/ Douglas Leone

  Douglas Leone, Director
SC US (TTGP), Ltd.
By:  

/s/ Douglas Leone

  Douglas Leone, Director
Douglas Leone
By:  

/s/ Douglas Leone

  Douglas Leone


James Goetz
By:  

/s/ James Goetz

Roelof Botha
By:  

/s/ Roelof Botha