Sc Us (Ttgp), Ltd. - Aug 5, 2022 Form 4 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
Aug 5, 2022
Transactions value $
$0
Form type
4
Date filed
8/9/2022, 08:35 PM
Previous filing
Jun 2, 2022
Next filing
Aug 17, 2022

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 +2.98M +582.84% $0.00 3.49M Aug 5, 2022 See Footnotes F1, F2, F4, F5, F6, F7
transaction ABNB Class A Common Stock Other $0 -3.49M -100% $0.00* 0 Aug 5, 2022 See Footnotes F3, F4, F5, F6, F7, F12
transaction ABNB Class A Common Stock Conversion of derivative security $0 +91.9K $0.00 91.9K Aug 5, 2022 By Sequoia Grove II, LLC F8, F10
transaction ABNB Class A Common Stock Other $0 -91.9K -100% $0.00* 0 Aug 5, 2022 By Sequoia Grove II, LLC F9, F10
transaction ABNB Class A Common Stock Other $0 +468K +152.94% $0.00 774K Aug 5, 2022 Sequoia Capital Fund, LP F11, F12
transaction ABNB Class A Common Stock Other $0 +46.8K +114.64% $0.00 87.6K Aug 5, 2022 Sequoia Capital Fund Parallel, LLC F11, F12

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 -2.98M -26.22% $0.00 8.37M Aug 5, 2022 Class A Common Stock 2.98M See Footnotes F1, F4, F5, F6, F7, F13
transaction ABNB Class B Common Stock Other $0 -8.37M -100% $0.00* 0 Aug 5, 2022 Class A Common Stock 8.37M See Footnotes F4, F5, F6, F7, F12, F13
transaction ABNB Class B Common Stock Conversion of derivative security $0 -91.9K -100% $0.00* 0 Aug 5, 2022 Class A Common Stock 91.9K By Sequoia Grove II, LLC F8, F10, F13
transaction ABNB Class B Common Stock Other $0 +8.04M +26.31% $0.00 38.6M Aug 5, 2022 Class A Common Stock 8.04M Sequoia Capital Fund, LP F11, F12, F13
transaction ABNB Class B Common Stock Other $0 +1.53M +25.27% $0.00 7.57M Aug 5, 2022 Class A Common Stock 1.53M Sequoia Capital Fund Parallel, LLC F11, F12, F13
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the conversion of Class B Common Stock to Class A Common Stock in the following amounts: 713,925 shares held by Sequoia Capital Global Growth Fund, LP ("GGF"), 24,871 shares held by Sequoia Capital Global Growth Principals Fund, LP("GGF PF"), 8,534,781 shares held by Sequoia Capital XII, L.P. ("SC XII"), 454,385 shares held by Sequoia Technology Partners XII, L.P. ("STP XII"), 1,297,852 shares held by Sequoia Capital XII Principals Fund, LLC ("SC XII PF"), 227,044 shares held by Sequoia Capital Global Growth Fund II, L.P. ("GGF II"), 3,498 shares held by Sequoia Capital Global Growth II Principals Fund, L.P. ("GGF II PF"), 82,568 shares held by Sequoia Capital U.S. Growth Fund VII, L.P. ("US GF VII"), and 7,675 shares held by Sequoia Capital U.S. Growth VII Principals Fund, L.P. ("US GF VII PF").
F2 Includes shares of Class A Common Stock in the following amounts: 713,925 shares held by GGF, 24,871 shares held by GGF PF, 8,534,781 shares held by SC XII, 454,385 shares held by STP XII, 1,297,852 shares held by SC XII PF, 729,802 shares held by GGF II, 11,244 shares held by GGF II PF, 82,568 shares held by US GF VII and 7,675 shares held by US GF VII PF.
F3 Represents a pro rata distribution of Class A Common Stock of the Issuer to partners or members in the following amounts: 713,925 shares from GGF, 24,871 shares from GGF PF, 8,534,781 shares from SC XII, 454,385 shares from STP XII, 1,297,852 shares from SC XII PF, 729,802 shares from GGF II, 11,244 shares from GGF II PF, 82,568 shares from US GF VII and 7,675 shares from US GF VII PF.
F4 SC XII Management, LLC ("SC XII LLC") is the general partner of each of SC XII and STP XII, and the managing member of SC XII PF. As a result, SC XII LLC may be deemed to share voting and dispositive power with respect to the shares held by SC XII, SC XII PF, and STP XII.
F5 SC US (TTGP), Ltd. is (i) the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of US GF VII and US GF VII PF (collectively, the "SC US GF VII Funds"); (ii) the general partner of SCGGF Management, L.P., which is the general partner of each of GGF and GGF PF (collectively, the "SC GGF Funds"); and (iii) the general partner of SC Global Growth II Management, L.P., which is the general partner of each of GGF II and GGF II PF (collectively, the "SC GGF II Funds").
F6 (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 the SC US GF VII Funds, the SC GGF Funds, and the SC GGF II Funds. In addition, the directors and stockholders of SC US(TTGP), Ltd. who exercise voting and investment discretion with respect to the SC GGF Funds are Douglas M. Leone and James J. Goetz, and the directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to the SC GGF II Funds 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 the SC GGF Funds or the SC GGF II Funds, as applicable.
F7 cont'd) Each of SC US (TTGP), Ltd., SC U.S. Growth VII Management, L.P., SCGGF Management, L.P., SC Global Growth II Management, L.P., Mr. Leone, Mr. Botha and Mr. Goetz disclaims beneficial ownership of the shares held by the SC US GF VII Funds, the SC GGF Funds, and the SC GGF II Funds, 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. SC XII Management, LLC disclaims beneficial ownership of the shares held by SC XII, SC XII PF and STP XII, 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 the conversion of 91,889 shares of Class B Common Stock of the Issuer to Class A Common Stock.
F9 Represents a pro rata distribution of 91,889 shares of Class A Common Stock of the Issuer to partners and members 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.
F10 Sequoia Grove Manager, LLC is the manager of Sequoia Grove II, LLC. As a result, Sequoia Grove Manager, LLC may be deemed to share beneficial ownership with respect to the shares held by Sequoia Grove II, LLC. Each of Sequoia Grove Manager, LLC and Sequoia Grove II, LLC disclaims beneficial ownership of the shares held by Sequoia Grove II, LLC 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 purpose.
F11 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 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.
F12 Represents a pro rata distribution of 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.
F13 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.

Remarks:

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