Form 4 for ABNB Airbnb
Accepted 2022-08-09 00:00:00 ET · period of report 2022-08-05 · accession 0001062993-22-017592 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2022-08-09 | 2022-08-05 | ABNB | Lin Alfred | Dir, 10% | C - Cnv Deriv | $0.00 | +3.07M | 91.9K | New | $0 |
| DMI | 2022-08-09 | 2022-08-05 | ABNB | Lin Alfred | Dir, 10% | J - Other | $0.00 | -3.07M | 122.9K | -96% | $0 |
| DMI | 2022-08-09 | 2022-08-05 | ABNB | Lin Alfred | Dir, 10% | C - Cnv Deriv | $0.00 | -3.07M | 0 | -100% | $0 |
| DMI | 2022-08-09 | 2022-08-05 | ABNB | Lin Alfred | Dir, 10% | J - Other | $0.00 | +1.07M | 7.57M | +16% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2022-08-05 | C | A | 2,975,439 | $0.00 | 3,485,943 | I See Footnotes | — | — | (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. (F5) (cont'd) The Reporting Person disclaims beneficial ownership of these securities except to the extent of 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. (F4) The Reporting Person is a director and stockholder of SC US (TTGP), Ltd., which 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; (ii) the general partner of SCGGF Management, L.P., which is the general partner of each of GGF and GGF PF; and (iii) the general partner of SC Global Growth II Management, L.P., which is the general partner of each GGF II and GGF II PF. The Reporting Person is a member of SC XII Management, LLC, which is the general partner of each of SC XII and STP XII, and the managing member of SC XII PF. |
| 2 | Common | Class A Common Stock | 2022-08-05 | J | D | 3,485,943 | $0.00 | 0 | I See Footnotes | — | — | (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. (F5) (cont'd) The Reporting Person disclaims beneficial ownership of these securities except to the extent of 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. (F4) The Reporting Person is a director and stockholder of SC US (TTGP), Ltd., which 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; (ii) the general partner of SCGGF Management, L.P., which is the general partner of each of GGF and GGF PF; and (iii) the general partner of SC Global Growth II Management, L.P., which is the general partner of each GGF II and GGF II PF. The Reporting Person is a member of SC XII Management, LLC, which is the general partner of each of SC XII and STP XII, and the managing member of SC XII PF. |
| 3 | Common | Class A Common Stock | 2022-08-05 | J | D | 91,889 | $0.00 | 0 | I By Sequoia Grove II, LLC | — | — | (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. (F6) The Reporting Person is a member of Sequoia Grove II, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of 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. |
| 4 | Common | Class A Common Stock | 2022-08-05 | J | A | 468,272 | $0.00 | 774,456 | I Sequoia Capital Fund, LP | — | — | (F7) The Reporting Person is a director and stockholder of 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"). The Reporting Person disclaims beneficial ownership of these securities except to the extent of 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. |
| 5 | Common | Class A Common Stock | 2022-08-05 | J | A | 46,765 | $0.00 | 87,559 | I Sequoia Capital Fund Parallel, LLC | — | — | (F7) The Reporting Person is a director and stockholder of 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"). The Reporting Person disclaims beneficial ownership of these securities except to the extent of 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. |
| 6 | Common | Class A Common Stock | 2022-08-05 | J | D | 4,073 | $0.00 | 122,853 | I By estate planning vehicle | — | — | |
| 7 | Common | Class A Common Stock | 2022-08-05 | C | A | 91,889 | $0.00 | 91,889 | I By Sequoia Grove II, LLC | — | — | (F8) Represents the conversion of 91,889 shares of Class B Common Stock of the Issuer to Class A Common Stock. (F6) The Reporting Person is a member of Sequoia Grove II, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of 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. |
| 8 | Derivative | Class B Common Stock | 2022-08-05 | C | D | 2,975,439 | $0.00 | 8,371,160 | I See footnotes | — · — to — | 2,975,439 Class A Common Stock | (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"). (F5) (cont'd) The Reporting Person disclaims beneficial ownership of these securities except to the extent of 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. (F4) The Reporting Person is a director and stockholder of SC US (TTGP), Ltd., which 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; (ii) the general partner of SCGGF Management, L.P., which is the general partner of each of GGF and GGF PF; and (iii) the general partner of SC Global Growth II Management, L.P., which is the general partner of each GGF II and GGF II PF. The Reporting Person is a member of SC XII Management, LLC, which is the general partner of each of SC XII and STP XII, and the managing member of SC XII PF. (F11) 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. |
| 9 | Derivative | Class B Common Stock | 2022-08-05 | J | D | 8,371,160 | $0.00 | 0 | I See footnotes | — · — to — | 8,371,160 Class A Common Stock | (F10) 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. (F5) (cont'd) The Reporting Person disclaims beneficial ownership of these securities except to the extent of 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. (F4) The Reporting Person is a director and stockholder of SC US (TTGP), Ltd., which 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; (ii) the general partner of SCGGF Management, L.P., which is the general partner of each of GGF and GGF PF; and (iii) the general partner of SC Global Growth II Management, L.P., which is the general partner of each GGF II and GGF II PF. The Reporting Person is a member of SC XII Management, LLC, which is the general partner of each of SC XII and STP XII, and the managing member of SC XII PF. (F11) 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. |
| 10 | Derivative | Class B Common Stock | 2022-08-05 | J | D | 126,937 | $0.00 | 0 | I By estate planning vehicle | — · — to — | 126,937 Class A Common Stock | (F11) 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. |
| 11 | Derivative | Class B Common Stock | 2022-08-05 | C | D | 91,889 | $0.00 | 0 | I By Sequoia Grove II, LLC | — · — to — | 91,889 Class A Common Stock | (F8) Represents the conversion of 91,889 shares of Class B Common Stock of the Issuer to Class A Common Stock. (F6) The Reporting Person is a member of Sequoia Grove II, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of 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. (F11) 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. |
| 12 | Derivative | Class B Common Stock | 2022-08-05 | J | A | 8,038,703 | $0.00 | 38,595,826 | I Sequoia Capital Fund, LP | — · — to — | 8,038,703 Class A Common Stock | (F7) The Reporting Person is a director and stockholder of 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"). The Reporting Person disclaims beneficial ownership of these securities except to the extent of 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. (F11) 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. |
| 13 | Derivative | Class B Common Stock | 2022-08-05 | J | A | 1,526,135 | $0.00 | 7,565,967 | I Sequoia Capital Fund Parallel, LLC | — · — to — | 1,526,135 Class A Common Stock | (F7) The Reporting Person is a director and stockholder of 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"). The Reporting Person disclaims beneficial ownership of these securities except to the extent of 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. (F11) 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. |