Jeffrey D. Jordan - May 14, 2021 Form 4 Insider Report for Airbnb, Inc. (ABNB)

Role
Director
Signature
/s/ Brian Savage, Attorney-in-fact
Stock symbol
ABNB
Transactions as of
May 14, 2021
Transactions value $
$0
Form type
4
Date filed
5/18/2021, 07:42 PM
Next filing
May 19, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ABNB Class A Common Stock Conversion of derivative security $0 +9.69M $0.00 9.69M May 14, 2021 By AH Annex Fund, L.P. F1, F2, F3
transaction ABNB Class A Common Stock Conversion of derivative security $0 +9.78M $0.00 9.78M May 14, 2021 By Andreessen Horowitz Fund II, L.P. F1, F2, F4
transaction ABNB Class A Common Stock Conversion of derivative security $0 +236K $0.00 236K May 14, 2021 By AH Parallel Fund, L.P. F1, F2, F5
transaction ABNB Class A Common Stock Other $0 -9.69M -100% $0.00* 0 May 14, 2021 By AH Annex Fund, L.P. F2, F3, F6
transaction ABNB Class A Common Stock Other $0 -9.78M -100% $0.00* 0 May 14, 2021 By Andreessen Horowitz Fund II, L.P. F2, F4, F6
transaction ABNB Class A Common Stock Other $0 -236K -100% $0.00* 0 May 14, 2021 By AH Parallel Fund, L.P. F2, F5, F6
transaction ABNB Class A Common Stock Other $0 -63.6K -100% $0.00* 0 May 14, 2021 By AH Parallel Fund III, L.P. F2, F6, F7
holding ABNB Class A Common Stock 468K May 14, 2021 By Jordan Family Revocable Trust u/a 8/25/95 F8
holding ABNB Class A Common Stock 2.13K May 14, 2021 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ABNB Class B Common Stock Conversion of derivative security $0 -9.69M -100% $0.00* 0 May 14, 2021 Class A Common Stock 9.69M By AH Annex Fund, L.P. F1, F2, F3
transaction ABNB Class B Common Stock Conversion of derivative security $0 -9.78M -100% $0.00* 0 May 14, 2021 Class A Common Stock 9.78M By Andreessen Horowitz Fund II, L.P. F1, F2, F4
transaction ABNB Class B Common Stock Conversion of derivative security $0 -236K -100% $0.00* 0 May 14, 2021 Class A Common Stock 236K By AH Parallel Fund, L.P. F1, F2, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 Mr. Jordan is a member of the general partners of the Andreessen Horowitz Entities (as defined herein), but he disclaims the existence of a "group" and disclaims beneficial ownership of the shares held by the Andreessen Horowitz Entities and this report shall not be deemed an admission that he is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in such shares by virtue of his interest in the Andreessen Horowitz Entities, and/or the general partner entities thereof, as applicable.
F3 These shares are held of record by AH Annex Fund, L.P. ("AH Annex Fund"). AH Equity Partners II, L.L.C. ("AH EP II") is the general partner of AH Annex Fund and has sole voting and dispositive power with regard to the shares held by AH Annex Fund. The managing members of AH EP II are Marc Andreessen and Benjamin Horowitz. Marc Andreessen and Benjamin Horowitz share voting and dispositive power with respect to the shares held by AH Annex Fund.
F4 These shares are held of record by Andreessen Horowitz Fund II, L.P., for itself and as nominee for Andreessen Horowitz Fund II-A, L.P., Andreessen Horowitz Fund II-B, L.P. and Andreessen Horowitz Fund II-Q, L.P. (the "AH Fund II Entities"). AH EP II is the general partner of the AH Fund II Entities and has sole voting and dispositive power with regard to the shares held by the AH Fund II Entities. The managing members of AH EP II are Marc Andreessen and Benjamin Horowitz. Marc Andreessen and Benjamin Horowitz share voting and dispositive power with respect to the shares held by the AH Fund II Entities.
F5 These shares are held of record by AH Parallel Fund, L.P. ("AH Parallel Fund" and together with AH Annex Fund, the AH Fund II Entities and the AH Parallel Fund III Entities, the "Andreessen Horowitz Entities"). AH EP II is the general partner of AH Parallel Fund and has sole voting and dispositive power with regard to the shares held by AH Parallel Fund. The managing members of AH EP II are Marc Andreessen and Benjamin Horowitz. Marc Andreessen and Benjamin Horowitz share voting and dispositive power with respect to the shares held by AH Parallel Fund.
F6 Represents a pro rata distribution in-kind by the Andreessen Horowitz Entities to their respective partners for no consideration.
F7 These shares are held of record by AH Parallel Fund III, L.P., for itself and as nominee for AH Parallel Fund III-A, L.P., AH Parallel Fund III-B, L.P. and AH Parallel Fund III-Q, L.P. (the "AH Parallel Fund III Entities"). AH Equity Partners III (Parallel), L.L.C. ("AH EP III Parallel") is the general partner of the AH Parallel Fund III Entities and has sole voting and dispositive power with regard to the shares held by the AH Parallel Fund III Entities. The managing members of AH EP III Parallel are Marc Andreessen and Benjamin Horowitz. Marc Andreessen and Benjamin Horowitz share voting and dispositive power with respect to the shares held by the AH Parallel Fund III Entities.
F8 Reflects securities acquired in the pro rata distribution in-kind reported herein, the acquisition of which was exempt pursuant to Rule 16a-9.