Annual Statement of Changes in Beneficial Ownership (5)
February 16 2021 - 2:57PM
Edgar (US Regulatory)
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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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Form 3 Holdings Reported
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Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Gebbia Joseph | 2. Issuer Name and Ticker or Trading SymbolAirbnb, Inc. [ABNB] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
888 BRANNAN STREET | 3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2020 |
(Street)
SAN FRANCISCO, CA 94103
(City)
(State)
(Zip)
| 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
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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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) |
Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 (MM/DD/YYYY) | 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 at End of Issuer's Fiscal Year (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Class B Common Stock | $0.00 | 12/17/2020 | | G (1) | | 332400 | (2) | (2) | Class A Common Stock | 332400 | $0.00 | 60972421 | I | By Sycamore Trust |
Class B Common Stock | $0.00 | 12/17/2020 | | G (1) | 92400 | | (2) | (2) | Class A Common Stock | 92400 | $0.00 | 92400 | I | By Ulderico LLC |
Class B Common Stock | $0.00 | | | | | | (2) | (2) | Class A Common Stock | 1000000 | | 1000000 | I | By Guernica LLC |
Class B Common Stock | $0.00 | | | | | | (2) | (2) | Class A Common Stock | 2000000 | | 2000000 | I | By Guernica 2, LLC |
Class B Common Stock | $0.00 | | | | | | (2) | (2) | Class A Common Stock | 3000000 | | 3000000 | I | By Guernica 3, LLC |
Explanation of Responses: |
(1) | Represents a bona fide gift of Class B Common Stock. Each donee is subject to a lock-up agreement with the underwriters for the Issuer's initial public offering. |
(2) | The Class B Common Stock is convertible at any time at the option of the holder into the Issuer's Class A Common Stock on a one-to-one basis. The Class B Common Stock will automatically convert into shares of the Issuer's Class A Common Stock on a one-to-one basis upon the earlier of (a) any transfer of the Class B Common Stock by the holder, whether or not for value, subject to certain exceptions, (b) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least 80% of the outstanding shares of Class B common stock at the time of such vote or consent, voting as a separate series or (c) the 20-year anniversary of the closing of the Issuer's initial public offering. |
Remarks: Chairman - Samaraa & Airbnb.org |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Gebbia Joseph 888 BRANNAN STREET SAN FRANCISCO, CA 94103 | X | X | See Remarks |
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Signatures
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/s/ Brian Savage, Attorney-in-fact | | 2/12/2021 |
**Signature of Reporting Person | Date |
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