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SC Us (TTGP)

Filed: 27 May 22, 7:02pm
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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OMB Number: 3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SC US (TTGP), LTD.

(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Airbnb, Inc. [ ABNB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/25/2022
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 05/25/2022 C(1) 12,786,050(1) A $0 13,296,554(2) I See Footnotes(5)(6)(7)(8)
Class A Common Stock 05/25/2022 J(13) 12,786,050(3) D $0 510,504(4) I See Footnotes(5)(6)(7)(8)
Class A Common Stock 05/25/2022 C(9) 271,338(9) A $0 271,338 I By Sequoia Grove II, LLC(11)
Class A Common Stock 05/25/2022 J(13) 271,338(10) D $0 0 I By Sequoia Grove II, LLC(11)
Class A Common Stock 306,184 I Sequoia Capital Fund, LP(12)
Class A Common Stock 40,794 I Sequoia Capital Fund Parallel, LLC(12)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (13) 05/25/2022 C(1) 12,786,050(1) (15) (15) Class A Common Stock 12,786,050 $0 11,346,597(14) I See Footnotes(5)(6)(7)(8)
Class B Common Stock (13) 05/25/2022 C(9) 271,338(9) (15) (15) Class A Common Stock 271,338 $0 91,889 I By Sequoia Grove II, LLC(11)
Class B Common Stock (13) 05/25/2022 J(13) 9,160,742 (15) (15) Class A Common Stock 9,160,742 $0 30,557,123 I Sequoia Capital Fund, LP(12)
Class B Common Stock (13) 05/25/2022 J(13) 1,808,182 (15) (15) Class A Common Stock 1,808,182 $0 6,034,947 I Sequoia Capital Fund Parallel, LLC(12)
1. Name and Address of Reporting Person*
SC US (TTGP), LTD.

(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SC US GF V Holdings, Ltd.

(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SC XII MANAGEMENT LLC

(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SEQUOIA CAPITAL XII A DELAWARE L P

(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SEQUOIA TECHNOLOGY PARTNERS XII A DELAWARE L P

(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SEQUOIA CAPITAL XII PRINCIPALS FUND LLC

(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LEONE DOUGLAS M

(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BOTHA ROELOF

(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GOETZ JAMES J

(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. Represents the conversion of Class B Common Stock to Class A Common Stock in the following amounts: 1,760,242 shares held by SC US GF V Holdings, Ltd. ("US GF V Holdco"), 713,923 shares held by Sequoia Capital Global Growth Fund, LP ("GGF"), 24,869 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"), and 1,297,850 shares held by Sequoia Capital XII Principals Fund, LLC ("SC XII PF").
2. Includes shares of Class A Common Stock in the following amounts: 1,760,242 shares held by US GF V Holdco, 713,923 shares held by GGF, 24,869 shares held by GGF PF, 8,534,781 shares held by SC XII, 454,385 shares held by STP XII, 1,297,850 shares held by SC XII PF, 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").
3. Represents a pro rata distribution of Class A Common Stock of the Issuer to partners or members in the following amounts: 1,760,242 shares from US GF V Holdco, 713,923 shares from GGF, 24,869 shares from GGF PF, 8,534,781 shares from SC XII, 454,385 shares from STP XII, and 1,297,850 shares from SC XII PF.
4. Includes shares of Class A Common Stock in the following amounts: 502,758 shares held by GGF II, and 7,746 shares held by GGF II PF.
5. 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. SC US (TTGP), Ltd. is: (i) the general partner of SCGF V Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P. (collectively, the "US GF V Funds"), which together own 100% of the outstanding ordinary shares of US GF V Holdco;
6. (cont'd) (ii) 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"); (iii) 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"); (iv) 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").
7. (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 US GF V Holdco, 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.
8. (cont'd) Each of SC US (TTGP), Ltd., SCGF V Management, L.P., 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 US GF V Holdco, 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 the XII Funds, 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.
9. Represents the conversion of 271,338 shares of Class B Common Stock of the Issuer to Class A Common Stock.
10. Represents a pro rata distribution of 271,338 shares of Class A Common Stock of the Issuer to partners and members.
11. 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.
12. 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.
13. 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.
14. Includes shares of Class B Common Stock in the following amounts: 713,924 shares held by GGF, 24,870 shares held by GGF PF, 227,044 shares held by GGF II, 3,498 shares held by GGF II PF, 82,568 shares held by GF VII, 7,675 shares held by GF VII PF, 8,534,781 shares held by SC XII, 454,385 shares held by STP XII, and 1,297,852 shares held by SC XII PF.
15. 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:
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.
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd. 05/27/2022
See Remarks 05/27/2022
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC XII Management, LLC 05/27/2022
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC XII Management, LLC, the General Partner of Sequoia Capital XII, L.P. 05/27/2022
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC XII Management, LLC, the General Partner of Sequoia Technology Partners XII, L.P. 05/27/2022
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC XII Management, LLC, the Managing Member of Sequoia Capital XII Principals Fund, LLC 05/27/2022
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone 05/27/2022
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha 05/27/2022
By: /s/ Jung Yeon Son, by power of attorney for James Goetz 05/27/2022
** Signature of Reporting Person Date
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