Sc Us (Ttgp), Ltd. - May 25, 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
May 25, 2022
Transactions value $
$0
Form type
4/A - Amendment
Date filed
6/2/2022, 05:32 PM
Date Of Original Report
May 27, 2022
Previous filing
May 10, 2022
Next filing
Aug 9, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ABNB Class A Common Stock Other $0 +8.15K +1.6% $0.00 519K May 31, 2022 See Footnotes F1, F2, F4, F5, F6
holding ABNB Class A Common Stock 306K May 25, 2022 Sequoia Capital Fund, LP F7
holding ABNB Class A Common Stock 40.8K May 25, 2022 Sequoia Capital Fund Parallel, LLC F7

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 $0 +1.81M +42.89% $0.00 6.04M May 25, 2022 Class A Common Stock 1.81M Sequoia Capital Fund Parallel, LLC F3, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These shares were received by Sequoia Capital U.S. Venture 2010-Seed Fund L.P. ("USV 2010-Seed") as part of a pro rata distribution-in-kind of Class A Common Stock of the Issuer to the limited partners of an investment fund.
F2 Includes shares of Class A Common Stock in the following amounts: 8,153 shares held by USV 2010-Seed, 502,758 shares held by Sequoia Capital Global Growth Fund II, L.P. ("GGF II"), and 7,746 shares held by Sequoia Capital Global Growth II Principals Fund, L.P. ("GGF II PF").
F3 The original Form 4, filed on May 27, 2022, is being amended by this Form 4 amendment to correct an administrative error, which misreported the number of securities acquired by Sequoia Capital Fund Parallel, LLC ("SCFP") on May 25, 2022. As a result of this administrative error, the number of shares beneficially owned by the reporting person following the corrected transaction reflects an increase in the number of shares reported as beneficially owned by the reporting person by 4,885 shares.
F4 SC US (TTGP), Ltd. is: (i) the general partner of SC Global Growth II Management, L.P., which is the general partner of each Sequoia Capital Global Growth Fund II, L.P. ("GGF II") and Sequoia Capital Global Growth II Principals Fund, L.P. ("GGF II PF"); and (ii) the general partner of SC U.S. Venture 2010 Management, L.P., which is the general partner of USV 2010-Seed.
F5 (cont'd) As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by GGF II, GGF II PF and USV 2010-Seed. In addition, the directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to GGF II and GGF II PF are Douglas M. Leone and Roelof F. Botha. As a result, and by virtue of the relationships described in this paragraph, each such person may be deemed to share voting and dispositive power with respect to the shares held by GGF II and GGF II PF, as applicable.
F6 (cont'd) Each of SC US (TTGP), Ltd., SC Global Growth II Management, L.P., U.S. Venture 2010 Management, L.P., Mr. Leone and Mr. Botha disclaims beneficial ownership of the shares held by GGF II, GGF II PF and USV 2010-Seed, as applicable, except to the extent of its or his 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.
F7 SC US (TTGP), Ltd. is (i) the general partner of Sequoia Capital Fund Management, L.P., which is the general partner of Sequoia Capital Fund, LP ("SCF") and the managing member of 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 such reporting persons disclaims beneficial ownership of the shares held by SCF and SCFP, as applicable, except to the extent of 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.
F8 Represents a pro rata distribution of Class A 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.

Remarks:

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