ABNB Airbnb Inc

United States

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. 3)*

Airbnb, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

009066101

(CUSIP Number)

December 31, 2023

(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 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).

Airbnb, Inc. (the “Issuer”).

888 Brannan Street, San Francisco, California 94103.

This statement is filed on behalf of Brian Chesky (the “Reporting Person”).

The business address of the Reporting Person is 888 Brannan Street, San Francisco, California 94103.

The Reporting Person is a citizen of the United States.

Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”).

009066101

Not applicable.

The ownership information below represents beneficial ownership of Class A Common Stock of the Issuer as of December 31, 2023, based upon 436,433,031 shares of Class A Common Stock, which consists of (i) 435,555,969 shares of Class A Common Stock outstanding as of November 10, 2023 and (ii) 877,062 shares of Class A Common Stock issued pursuant to an agreement and plan of merger on November 14, 2023, as disclosed in the Issuer’s Prospectus on Form 424B7 filed with the Securities and Exchange Commission on November 14, 2023. The information below assumes the conversion of the Class B common stock, par value $0.0001 per share (“Class B Common Stock”) of the Issuer held by the Reporting Person into shares of Class A Common Stock of the Issuer on a one-to-one basis.

The Reporting Person is deemed to be the beneficial owner of 70,146,784 shares of Class A Common Stock, which includes: (i) 4,616,297 shares of Class A Common Stock held of record by the Reporting Person; (ii) 265,494 shares of Class A Common Stock held in a trust over which the Reporting Person has investment discretion; (iii) 61,958,127 shares of Class A Common Stock issuable upon conversion of 61,958,127 shares of Class B Common Stock held of record by the Reporting Person; (iv) 1,750,000 shares of Class A Common Stock over which the Reporting Person maintains investment discretion and voting power; (v) 1,541,600 shares of Class A Common Stock issuable upon conversion of 1,541,600 shares of Class B Common Stock held in trusts over which the Reporting Person has investment discretion; and (vi) 15,266 shares of Class A Common Stock issuable upon conversion of 15,266 shares of Class B Common Stock held in a trust with respect to which the Reporting Person may remove and replace the trustee. The Reporting Person does not have voting or dispositive power over shares in the trust referenced in clause (vi).

Not applicable.

Not applicable.

Not applicable.

Pursuant to the Voting Agreement, dated as of December 4, 2020, by and among the Reporting Person, Joe Gebbia, Nathan Blecharczyk, and certain affiliated trusts and entities described therein (the “Voting Agreement”), the parties to the Voting Agreement may be deemed to constitute a group for purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended. The Reporting Person disclaims beneficial ownership of the securities beneficially owned by the other parties to the Voting Agreement.

Not applicable.

Not applicable.

SIGNATURE

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

Date: February 13, 2024