FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
                      

1. Name and Address of Reporting Person *

Greylock XIII GP LLC
2. Date of Event Requiring Statement (MM/DD/YYYY)
12/9/2020 

3. Issuer Name and Ticker or Trading Symbol

Airbnb, Inc. [ABNB]
(Last)        (First)        (Middle)

2550 SAND HILL ROAD, SUITE 200
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          ___X___ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)
(Street)

MENLO PARK, CA 94025      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)

___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Series A Preferred Stock  (1) (1)Class B Common Stock (2)20606836 $0.00 I See footnote (3)
Series B Preferred Stock  (1) (1)Class B Common Stock (2)40356 $0.00 I See footnote (3)
Series C Preferred Stock  (1) (1)Class B Common Stock (2)15680 $0.00 I See footnote (3)
Series A Preferred Stock  (1) (1)Class B Common Stock (2)1855224 $0.00 I See footnote (4)
Series B Preferred Stock  (1) (1)Class B Common Stock (2)3630 $0.00 I See footnote (4)
Series C Preferred Stock  (1) (1)Class B Common Stock (2)1410 $0.00 I See footnote (4)

Explanation of Responses:
(1) Each share of Preferred Stock, other than any share of Series C Preferred Stock, is convertible on a one-for-one basis into Class B Common Stock at any time at the holder's election. The Series C Preferred Stock is convertible on a one-for-one basis, subject to adjustment pursuant to the anti-dilution provisions relating to the Series C Preferred Stock, into Class B Common Stock at any time at the holder's election. The Preferred Stock will convert automatically upon the closing of the Issuer's initial public offering and has no expiration date.
(2) Following the closing of the Issuer's IPO, each share of Class B Common Stock will be convertible at any time at the option of the holder into one share of Class A Common Stock, and will have no expiration date. After the closing of the Issuer's IPO, on any transfer of shares of Class B Common Stock, each such transferred share will automatically convert into one share of Class A Common Stock, except for certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation
(3) The shares are held directly by Greylock XIII Limited Partnership ("Greylock XIII LP"). Greylock XIII GP LLC ("Greylock XIII GP") is the general partner of Greylock XIII LP. As a result, Greylock XIII GP may be deemed to share voting and dispositive power with regard to the shares held directly by Greylock XIII LP. Greylock XIII GP disclaims beneficial ownership of the securities held by Greylock XIII LP except to the extent of any pecuniary interest therein and the inclusion of these securities in this report shall not be deemed an admission by Greylock XIII GP of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
(4) The shares are held directly by Greylock XIII-A Limited Partnership ("Greylock XIII-A LP"). Greylock XIII GP is the general partner of Greylock XIII-A LP. As a result, Greylock XIII GP may be deemed to share voting and dispositive power with regard to the shares held directly by Greylock XIII-A LP. Greylock XIII GP disclaims beneficial ownership of the securities held by Greylock XIII-A LP except to the extent of any pecuniary interest therein and the inclusion of these securities in this report shall not be deemed an admission by Greylock XIII GP of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Greylock XIII GP LLC
2550 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025

X

Greylock XIII Limited Partnership
2550 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025

X

Greylock XIII-A Limited Partnership
2550 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025

X


Signatures
By: /s/ Donald A. Sullivan, Donald A. Sullivan, as Administrative Partner of Greylock XIII GP LLC5/19/2021
**Signature of Reporting PersonDate

By: /s/ Donald A. Sullivan, Donald A. Sullivan, as Administrative Partner of Greylock XIII GP LLC, the general partner of Greylock XIII Limited Partnership and Greylock XIII-A Limited Partnership5/19/2021
**Signature of Reporting PersonDate

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