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Greylock XIII Limited Partnership

Filed: 19 May 21, 5:35pm
SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Greylock XIII GP LLC

(Last) (First) (Middle)
2550 SAND HILL ROAD, SUITE 200

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/09/2020
3. Issuer Name and Ticker or Trading Symbol
Airbnb, Inc. [ ABNB ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) (1) Class B Common Stock(2) 20,606,836 0.00 I See footnote(3)
Series B Preferred Stock (1) (1) Class B Common Stock(2) 40,356 0.00 I See footnote(3)
Series C Preferred Stock (1) (1) Class B Common Stock(2) 15,680 0.00 I See footnote(3)
Series A Preferred Stock (1) (1) Class B Common Stock(2) 1,855,224 0.00 I See footnote(4)
Series B Preferred Stock (1) (1) Class B Common Stock(2) 3,630 0.00 I See footnote(4)
Series C Preferred Stock (1) (1) Class B Common Stock(2) 1,410 0.00 I See footnote(4)
1. Name and Address of Reporting Person*
Greylock XIII GP LLC

(Last) (First) (Middle)
2550 SAND HILL ROAD, SUITE 200

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Greylock XIII Limited Partnership

(Last) (First) (Middle)
2550 SAND HILL ROAD, SUITE 200

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Greylock XIII-A Limited Partnership

(Last) (First) (Middle)
2550 SAND HILL ROAD, SUITE 200

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. Each share of Preferred Stock, other than any share of Series C Preferred Stock, is convertible on a one-for-one basis into Class B Common Stock at any time at the holder's election. The Series C Preferred Stock is convertible on a one-for-one basis, subject to adjustment pursuant to the anti-dilution provisions relating to the Series C Preferred Stock, into Class B Common Stock at any time at the holder's election. The Preferred Stock will convert automatically upon the closing of the Issuer's initial public offering and has no expiration date.
2. Following the closing of the Issuer's IPO, each share of Class B Common Stock will be convertible at any time at the option of the holder into one share of Class A Common Stock, and will have no expiration date. After the closing of the Issuer's IPO, on any transfer of shares of Class B Common Stock, each such transferred share will automatically convert into one share of Class A Common Stock, except for certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation
3. The shares are held directly by Greylock XIII Limited Partnership ("Greylock XIII LP"). Greylock XIII GP LLC ("Greylock XIII GP") is the general partner of Greylock XIII LP. As a result, Greylock XIII GP may be deemed to share voting and dispositive power with regard to the shares held directly by Greylock XIII LP. Greylock XIII GP disclaims beneficial ownership of the securities held by Greylock XIII LP except to the extent of any pecuniary interest therein and the inclusion of these securities in this report shall not be deemed an admission by Greylock XIII GP of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
4. The shares are held directly by Greylock XIII-A Limited Partnership ("Greylock XIII-A LP"). Greylock XIII GP is the general partner of Greylock XIII-A LP. As a result, Greylock XIII GP may be deemed to share voting and dispositive power with regard to the shares held directly by Greylock XIII-A LP. Greylock XIII GP disclaims beneficial ownership of the securities held by Greylock XIII-A LP except to the extent of any pecuniary interest therein and the inclusion of these securities in this report shall not be deemed an admission by Greylock XIII GP of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
Remarks:
By: /s/ Donald A. Sullivan, Donald A. Sullivan, as Administrative Partner of Greylock XIII GP LLC 05/19/2021
By: /s/ Donald A. Sullivan, Donald A. Sullivan, as Administrative Partner of Greylock XIII GP LLC, the general partner of Greylock XIII Limited Partnership and Greylock XIII-A Limited Partnership 05/19/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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