Sc Us (Ttgp), Ltd. - Feb 24, 2022 Form 4/A - Amendment Insider Report for Airbnb, Inc. (ABNB)

Role
10%+ Owner
Signature
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd.
Stock symbol
ABNB
Transactions as of
Feb 24, 2022
Transactions value $
$0
Form type
4/A - Amendment
Date filed
4/22/2022, 08:15 PM
Date Of Original Report
Mar 1, 2022
Previous filing
Feb 23, 2022
Next filing
Mar 2, 2022

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 Other +4.1M 4.1M Feb 24, 2022 Class A Common Stock 4.1M Sequoia Capital Fund, LP F1, F5, F6
transaction ABNB Class B Common Stock Other +818K 818K Feb 24, 2022 Class A Common Stock 818K Sequoia Capital Fund Parallel, LLC F2, F5, F6
transaction ABNB Class B Common Stock Other +8.47M +206.34% 12.6M Feb 27, 2022 Class A Common Stock 8.47M Sequoia Capital Fund, LP F3, F5, F6
transaction ABNB Class B Common Stock Other +1.66M +203.59% 2.48M Feb 27, 2022 Class A Common Stock 1.66M Sequoia Capital Fund Parallel, LLC F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The original Form 4, filed on March 1, 2022, is being amended by this Form 4 amendment solely to correct an administrative error, which misreported the number of securities acquired by Sequoia Capital Fund, LP on February 24, 2022. As a result of this administrative error, the number of shares beneficially owned by the reporting person following the corrected transaction reflects a reduction in the number of shares reported as beneficially owned by the reporting person by 31,991 shares.
F2 The original Form 4, filed on March 1, 2022, is being amended by this Form 4 amendment solely to correct an administrative error, which misreported the number of securities acquired by Sequoia Capital Fund Parallel, LLC on February 24, 2022. As a result of this administrative error, the number of shares beneficially owned by the reporting person following the corrected transaction reflects a reduction in the number of shares reported as beneficially owned by the reporting person by 335,166 shares.
F3 The original Form 4, filed on March 1, 2022, is being amended by this Form 4 amendment solely to correct an administrative error, which misreported the number of securities acquired by Sequoia Capital Fund, LP on February 27, 2022. As a result of this administrative error, the number of shares beneficially owned by the reporting person following the corrected transaction reflects a reduction in the number of shares reported as beneficially owned by the reporting person by 95,972 shares.
F4 The original Form 4, filed on March 1, 2022, is being amended by this Form 4 amendment solely to correct an administrative error, which misreported the number of securities acquired by Sequoia Capital Fund Parallel, LLC on February 27, 2022. As a result of this administrative error, the number of shares beneficially owned by the reporting person following the corrected transaction reflects a reduction in the number of shares reported as beneficially owned by the reporting person by 1,005,500 shares.
F5 Represents a pro rata distribution of Class B Common Stock of the Issuer to partners or members of the applicable distributing fund for no consideration and includes subsequent distributions by general partners or managing members to their respective partners or members and the contribution by such partners or members to the applicable recipient fund.
F6 SC US (TTGP), Ltd. is (i) the general partner of Sequoia Capital Fund Management, L.P., which is the general partner of each of Sequoia Capital Fund, LP ("SCF") and Sequoia Capital Fund Parallel, LLC ("SCFP"). As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by SCF and SCFP. Each of the reporting persons disclaims beneficial ownership of the shares held by SCF and SCFP, as applicable, except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

Remarks:

Form 2 of 3; By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SCGF V Management, L.P., the General Partner of Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P., which together own 100% of SC US GF V Holdings, Ltd.