Brian Chesky - 28 May 2021 Form 4 Insider Report for Airbnb, Inc. (ABNB)

Role: CEO and Chairman, Director, 10%+ Owner
Signature: /s/ Brian Savage, Attorney-in-fact
Issuer symbol: ABNB
Transactions as of: 28 May 2021
Net transactions value: $0
Form type: 4
Filing time: 02 Jun 2021, 18:16:07 UTC
Next filing: 12 Nov 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Shares	Shares After	Date	Ownership	Footnotes
transaction	ABNB	Class A Common Stock	Conversion of derivative security	+750,000	750,000	28 May 2021	By 2021 GRAT A	F1
transaction	ABNB	Class A Common Stock	Conversion of derivative security	+750,000	750,000	28 May 2021	By 2021 GRAT B	F1
holding	ABNB	Class A Common Stock			12,000,000	28 May 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	Ownership	Footnotes
transaction	ABNB	Class B Common Stock	Conversion of derivative security	$0	-1,500,000	-2.3%	$0.000000	63,776,835	28 May 2021	Class A Common Stock	1,500,000	Direct	F1, F2
transaction	ABNB	Class B Common Stock	Gift	$0	-157,311	-100%	$0.000000^*	0	16 Feb 2021	Class A Common Stock	157,311	By 2019 GRAT I	F1, F2
transaction	ABNB	Class B Common Stock	Gift	$0	+157,311		$0.000000	157,311	16 Feb 2021	Class A Common Stock	157,311	By 2019 Trust	F1
holding	ABNB	Class B Common Stock						442,160	28 May 2021	Class A Common Stock	473,718	By 2019 GRAT II	F1, F2
holding	ABNB	Class B Common Stock						130,478	28 May 2021	Class A Common Stock	130,478	By 2019 GRAT III	F1
holding	ABNB	Class B Common Stock						130,478	28 May 2021	Class A Common Stock	130,478	By 2019 GRAT IV	F1
holding	ABNB	Class B Common Stock						514,314	28 May 2021	Class A Common Stock	514,314	By 2020 GRAT A	F1
holding	ABNB	Class B Common Stock						514,314	28 May 2021	Class A Common Stock	514,314	By 2020 GRAT B	F1
holding	ABNB	Class B Common Stock						15,266	28 May 2021	Class A Common Stock	15,266	By 2016 Long-Term Trust	F1
holding	ABNB	Class B Common Stock						63,655	28 May 2021	Class A Common Stock	63,655	By 2016 Legacy Trust	F1

* 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	Reflects the transfer on February 16, 2021 of 89,375 shares of Class B common stock from the 2019 GRAT I and 31,558 shares of Class B common stock from the 2019 GRAT II, in each case to the reporting person in satisfaction of a GRAT annuity payment owed to the reporting person. The GRAT annuity payments and other transactions reflected on this Form were entered into in connection with the reporting person's long-term estate planning.

Content

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.

Reflects the transfer on February 16, 2021 of 89,375 shares of Class B common stock from the 2019 GRAT I and 31,558 shares of Class B common stock from the 2019 GRAT II, in each case to the reporting person in satisfaction of a GRAT annuity payment owed to the reporting person. The GRAT annuity payments and other transactions reflected on this Form were entered into in connection with the reporting person's long-term estate planning.