Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. )
Under the Securities Exchange Act of 1934
| AIRBNB, INC. |
| (Name of Issuer) |
| Class A common stock, $0.0001 par value per share |
| (Title of Class of Securities) |
| 009066101 |
| (CUSIP Number) |
| December 31, 2020 |
| (Date of Event Which Requires Filing of This Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 009066101 | Page 2 of 19 Pages |
| 1. |
Name of Reporting Persons
The Founders Fund II, LP |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 3. | SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization
Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
6,847,812 (1) | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
6,847,812 (1) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,847,812 (1) |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
6.2% (2) |
| 12. |
Type of Reporting Person (See Instructions)
PN |
| (1) | Consists of Class A common stock of the Issuer issuable upon conversion of Class B common stock held by the reporting person. |
| (2) | This percentage is calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 103,682,548 outstanding shares of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus, dated December 9,2020, as filed with the Securities and Exchange Commission on December 11, 2020. The reported shares represent 1.1% of the total common stock of the Issuer. |
| CUSIP No. 009066101 | Page 3 of 19 Pages |
| 1. |
Name of Reporting Persons
The Founders Fund II Entrepreneurs Fund, LP |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 3. | SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization
Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
207,016 (1) | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
207,016 (1) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
207,016 (1) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
0.2% (2) |
| 12. |
Type of Reporting Person (See Instructions)
PN |
| (1) | Consists of Class A common stock of the Issuer issuable upon conversion of Class B common stock held by the reporting person. |
| (2) | This percentage is calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 103,682,548 outstanding shares of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus, dated December 9,2020, as filed with the Securities and Exchange Commission on December 11, 2020. The reported shares represent less than 0.1% of the total common stock of the Issuer. |
| CUSIP No. 009066101 | Page 4 of 19 Pages |
| 1. |
Name of Reporting Persons
The Founders Fund II Principals Fund, LP |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 3. | SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization
Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
338,616 (1) | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
338,616 (1) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
338,616 (1) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
0.3% (2) |
| 12. |
Type of Reporting Person (See Instructions)
PN |
| (1) | Consists of Class A common stock of the Issuer issuable upon conversion of Class B common stock held by the reporting person. |
| (2) | This percentage is calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 103,682,548 outstanding shares of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus, dated December 9,2020, as filed with the Securities and Exchange Commission on December 11, 2020. The reported shares represent 0.1% of the total common stock of the Issuer. |
| CUSIP No. 009066101 | Page 5 of 19 Pages |
| 1. |
Name of Reporting Persons
The Founders Fund II Management, LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 3. | SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization
Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
7,393,444 (1) | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
7,393,444 (1) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,393,444 (1) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
6.7% (2) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
| (1) | Consists of Class A common stock of the Issuer issuable upon conversion of Class B common stock held by The Founders Fund II, LP, The Founders Fund II Entrepreneurs Fund, LP and The Founders Fund II Principals Fund, LP. The reporting person is the general partner of these partnerships and may be deemed to beneficially own the shares held by such partnerships. |
| (2) | This percentage is calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 103,682,548 outstanding shares of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus, dated December 9,2020, as filed with the Securities and Exchange Commission on December 11, 2020. The reported shares represent 1.2% of the total common stock of the Issuer. |
| CUSIP No. 009066101 | Page 6 of 19 Pages |
| 1. |
Name of Reporting Persons
The Founders Fund III, LP |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 3. | SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization
Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
2,416,974 (1) | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
2,416,974 (1) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,416,974 (1) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
2.3% (2) |
| 12. |
Type of Reporting Person (See Instructions)
PN |
| (1) | Consists of Class A common stock of the Issuer issuable upon conversion of Class B common stock held by the reporting person. |
| (2) | This percentage is calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 103,682,548 outstanding shares of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus, dated December 9,2020, as filed with the Securities and Exchange Commission on December 11, 2020. The reported shares represent 0.4% of the total common stock of the Issuer. |
| CUSIP No. 009066101 | Page 7 of 19 Pages |
| 1. |
Name of Reporting Persons
The Founders Fund III Entrepreneurs Fund, LP |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 3. | SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization
Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
44,144 (1) | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
44,144 (1) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
44,144 (1) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
Less than 0.1% (2) |
| 12. |
Type of Reporting Person (See Instructions)
PN |
| (1) | Consists of Class A common stock of the Issuer issuable upon conversion of Class B common stock held by the reporting person. |
| (2) | This percentage is calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 103,682,548 outstanding shares of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus, dated December 9,2020, as filed with the Securities and Exchange Commission on December 11, 2020. The reported shares represent less than 0.1% of the total common stock of the Issuer. |
| CUSIP No. 009066101 | Page 8 of 19 Pages |
| 1. |
Name of Reporting Persons
The Founders Fund III Principals Fund, LP |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 3. | SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization
Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
858,436 (1) | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
858,436 (1) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
858,436 (1) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
0.8% (2) |
| 12. |
Type of Reporting Person (See Instructions)
PN |
| (1) | Consists of Class A common stock of the Issuer issuable upon conversion of Class B common stock held by the reporting person. |
| (2) | This percentage is calculated pursuant to Rule 13d-3 und er the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 103,682,548 outstanding shares of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus, dated December 9,2020, as filed with the Securities and Exchange Commission on December 11, 2020. The reported shares represent 0.1% of the total common stock of the Issuer. |
| CUSIP No. 009066101 | Page 9 of 19 Pages |
| 1. |
Name of Reporting Persons
The Founders Fund III Management, LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 3. | SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization
Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
3,319,554 (1) | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
3,319,554 (1) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,319,554 (1) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
3.1% (2) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
| (1) | Consists of Class A common stock of the Issuer issuable upon conversion of Class B common stock held by The Founders Fund III, LP, The Founders Fund III Entrepreneurs Fund, LP and The Founders Fund III Principals Fund, LP. The reporting person is the general partner of these partnerships and may be deemed to beneficially own the shares held by such partnerships. |
| (2) | This percentage is calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 103,682,548 outstanding shares of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus, dated December 9,2020, as filed with the Securities and Exchange Commission on December 11, 2020. The reported shares represent 0.6% of the total common stock of the Issuer. |
| CUSIP No. 009066101 | Page 10 of 19 Pages |
| 1. |
Name of Reporting Persons
The Founders Fund IV, LP |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 3. | SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization
Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
11,993,238 (1) | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
11,993,238 (1) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,993,238 (1) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
10.4% (2) |
| 12. |
Type of Reporting Person (See Instructions)
PN |
| (1) | Consists of Class A common stock of the Issuer issuable upon conversion of Class B common stock held by the reporting person. |
| (2) | This percentage is calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 103,682,548 outstanding shares of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus, dated December 9,2020, as filed with the Securities and Exchange Commission on December 11, 2020. The reported shares represent 2.0% of the total common stock of the Issuer. |
| CUSIP No. 009066101 | Page 11 of 19 Pages |
| 1. |
Name of Reporting Persons
The Founders Fund IV Principals Fund, LP |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 3. |
SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization
Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
3,849,874 (1) | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
3,849,874 (1) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,849,874 (1) |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
3.6% (2) |
| 12. |
Type of Reporting Person (See Instructions)
PN |
| (1) | Consists of Class A common stock of the Issuer issuable upon conversion of Class B common stock held by the reporting person. |
| (2) | This percentage is calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 103,682,548 outstanding shares of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus, dated December 9,2020, as filed with the Securities and Exchange Commission on December 11, 2020. The reported shares represent 0.6% of the total common stock of the Issuer. |
| CUSIP No. 009066101 | Page 12 of 19 Pages |
| 1. |
Name of Reporting Persons
The Founders Fund IV Management, LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 3. |
SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization
Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
15,843,112 (1) | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
15,843,112 (1) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
15,843,112 (1) |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
13.3% (2) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
| (1) | Consists of Class A common stock of the Issuer issuable upon conversion of Class B common stock held by The Founders Fund IV, LP and The Founders Fund IV Principals Fund, LP. The reporting person is the general partner of these partnerships and may be deemed to beneficially own the shares held by such partnerships. |
| (2) | This percentage is calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 103,682,548 outstanding shares of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus, dated December 9,2020, as filed with the Securities and Exchange Commission on December 11, 2020. The reported shares represent 2.6% of the total common stock of the Issuer. |
| CUSIP No. 009066101 | Page 13 of 19 Pages |
| 1. |
Name of Reporting Persons
Peter Thiel |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 3. | SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization
United States |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
26,556,110 (1) | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
26,556,110 (1) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
26,556,110 (1) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
20.4% (2) |
| 12. |
Type of Reporting Person (See Instructions)
IN |
| (1) | Consists of Class A common stock of the Issuer issuable upon conversion of Class B common stock that may be deemed to be beneficially owned by The Founders Fund II Management, LLC, The Founders Fund III Management, LLC and The Founders Fund IV Management, LLC. The reporting person is a managing member of each of The Founders Fund II Management, LLC, The Founders Fund III Management, LLC and The Founders Fund IV Management, LLC and shares voting and dispositive power over such shares. |
| (2) | This percentage is calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 103,682,548 outstanding shares of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus, dated December 9,2020, as filed with the Securities and Exchange Commission on December 11, 2020. The reported shares represent 4.4% of the total common stock of the Issuer. |
| CUSIP No. 009066101 | Page 14 of 19 Pages |
| 1. |
Name of Reporting Persons
Luke Nosek |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 3. |
SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization
United States |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
10,712,998 (1) | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
10,712,998 (1) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,712,998 (1) |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
9.4% (2) |
| 12. |
Type of Reporting Person (See Instructions)
IN |
| (1) | Consists of Class A common stock of the Issuer issuable upon conversion of Class B common stock that may be deemed to be beneficially owned by The Founders Fund II Management, LLC and The Founders Fund III Management, LLC. The reporting person is a managing member of each of The Founders Fund II Management, LLC and The Founders Fund III Management, LLC and shares voting and dispositive power over such shares. |
| (2) | This percentage is calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 103,682,548 outstanding shares of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus, dated December 9,2020, as filed with the Securities and Exchange Commission on December 11, 2020. The reported shares represent 1.8% of the total common stock of the Issuer. |
| CUSIP No. 009066101 | Page 15 of 19 Pages |
| 1. |
Name of Reporting Persons
Brian Singerman |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
| 3. |
SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization
United States |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
15,843,112 (1) | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
15,843,112 (1) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
15,843,112 (1) |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
13.3% (2) |
| 12. |
Type of Reporting Person (See Instructions)
IN |
| (1) | Consists of Class A common stock of the Issuer issuable upon conversion of Class B common stock that may be deemed to be beneficially owned by The Founders Fund IV Management, LLC. The reporting person is a managing member of The Founders Fund IV Management, LLC and shares voting and dispositive power over such shares. |
| (2) | This percentage is calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 103,682,548 outstanding shares of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus, dated December 9,2020, as filed with the Securities and Exchange Commission on December 11, 2020. The reported shares represent 2.6% of the total common stock of the Issuer. |
| CUSIP No. 009066101 | Page 16 of 19 Pages |
| Item 1(a) | Name of Issuer |
Airbnb, Inc.
| Item 1(b) | Address of Issuer's Principal Executive Offices |
888 Brannan Street
San Francisco, California 94103
| Item 2(a) | Name of Person Filing |
This Statement on Schedule 13G has been filed on behalf of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):
| 1. | The Founders Fund II, LP |
| 2. | The Founders Fund II Entrepreneurs Fund, LP |
| 3. | The Founders Fund II Princ ipals Fund, LP |
| 4. | The Founders Fund II Management, LLC |
| 5. | The Founders Fund III, LP |
| 6. | The Founders Fund III Entrepreneurs Fund, LP |
| 7. | The Founders Fund III Principals Fund, LP |
| 8. | The Founders Fund III Management, LLC |
| 9. | The Founders Fund IV, LP |
| 10. | The Founders Fund IV Principals Fund, LP |
| 11. | The Founders Fund IV Management, LLC |
| 12. | Peter Thiel |
| 13. | Luke Nosek |
| 14. | Brian Singerman |
| Item 2(b) | Address of Principal Business Office or, if none, Residence |
The address for Luke Nosek is:
5606 Craggy Pt
Austin, TX 78731
The address of each of the other Reporting Persons is:
c/o The Founders Fund
One Letterman Drive Building D, Suite 500
San Francisco, California 94129
| Item 2(c) | Citizenship |
| 1. | The Founders Fund II, LP is organized in Delaware |
| 2. | The Founders Fund II Entrepreneurs Fund, LP is organized in Delaware |
| 3. | The Founders Fund II Principals Fund, LP is organized in Delaware |
| 4. | The Founders Fund II Management, LLC is organized in Delaware |
| 5. | The Founders Fund III, LP is organized in Delaware |
| 6. | The Founders Fund III Entrepreneurs Fund, LP is organized in Delaware |
| 7. | The Founders Fund III Principals Fund, LP is organized in Delaware |
| 8. | The Founders Fund III Management, LLC is organized in Delaware |
| 9. | The Founders Fund IV, LP is organized in Delaware |
| 10. | The Founders Fund IV Principals Fund, LP is organized in Delaware |
| 11. | The Founders Fund IV Management, LLC is organized in Delaware |
| 12. | Peter Thiel is a United States citizen |
| 13. | Luke Nosek is a United States citizen |
| 14. | Brian Singerman is a United States citizen |
| Item 2(d) | Title of Class of Securities |
Class A common stock, $0.0001 par value per share
| CUSIP No. 009066101 | Page 17 of 19 Pages |
| Item 2(e) | CUSIP Number |
009066101
| Item | 3 |
Not applicable.
| Item 4 | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1
(a) Amount beneficially owned: See Row 9 of pages 2-15
(b) Percent of class: See Row 11 of pages 2-15
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: See Row 5 of pages 2-15
(ii) Shared power to vote or to direct the vote: See Row 6 of pages 2-15
(iii) Sole power to dispose or to direct the disposition of: See Row 7 of pages 2-15
(iv) Shared power to dispose or to direct the disposition of: See Row 8 of pages 2-15
| Item 5 | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ¨
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company |
Not applicable.
| Item 8 | Identification and Classification of Members of the Group |
The Reporting Persons are filing this Schedule 13G jointly, but not as members of a group, and each expressly disclaims membership in a group.
| Item 9 | Notice of Dissolution of Group |
Not applicable.
| Item 10 | Certification |
Not applicable.
| CUSIP No. 009066101 | Page 18 of 19 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: February 16, 2021 |
| The Founders Fund II, LP | |
| The Founders Fund II Entrepreneurs Fund, LP | |
| The Founders Fund II Principals Fund, LP |
| By: The Founders Fund II Management, LLC | |
| Their: General Partner |
| By: | /s/ Peter Thiel |
| Name: Peter Thiel | |
| Title: Managing Member |
| The Founders Fund II Management, LLC |
| By: | /s/ Peter Thiel |
| Name: Peter Thiel | |
| Title: Managing Member |
| The Founders Fund III, LP | |
| The Founders Fund III Entrepreneurs Fund, LP | |
| The Founders Fund III Principals Fund, LP |
| By: The Founders Fund III Management, LLC | |
| Their: General Partner |
| By: | /s/ Peter Thiel |
| Name: Peter Thiel | |
| Title: Managing Member |
| The Founders Fund III Management, LLC |
| By: | /s/ Peter Thiel |
| Name: Peter Thiel | |
| Title: Managing Member |
| The Founders Fund IV, LP | |
| The Founders Fund IV Principals Fund, LP |
| By: The Founders Fund IV Management, LLC | |
| Their: General Partner |
| By: | /s/ Peter Thiel |
| Name: Peter Thiel | |
| Title: Managing Member |
| The Founders Fund IV Management, LLC |
| By: | /s/ Peter Thiel |
| Name: Peter Thiel | |
| Title: Managing Member |
| /s/ Peter Thiel | |
| Peter Thiel | |
| /s/ Luke Nosek | |
| Luke Nosek | |
| /s/ Brian Singerman | |
| Brian Singerman |
EXHIBITS
| A: | Joint Filing Agreement |
| CUSIP No. 009066101 | Page 19 of 19 Pages |
EXHIBIT A: JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A common stock of Airbnb, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.
In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 16th day of February, 2021.
| The Founders Fund II, LP | |
| The Founders Fund II Entrepreneurs Fund, LP | |
| The Founders Fund II Principals Fund, LP |
| By: The Founders Fund II Management, LLC | |
| Their: General Partner |
| By: | /s/ Peter Thiel |
| Name: Peter Thiel | |
| Title: Managing Member |
| The Founders Fund II Management, LLC |
| By: | /s/ Peter Thiel |
| Name: Peter Thiel | |
| Title: Managing Member |
| The Founders Fund III, LP | |
| The Founders Fund III Entrepreneurs Fund, LP | |
| The Founders Fund III Principals Fund, LP |
| By: The Founders Fund III Management, LLC | |
| Their: General Partner |
| By: | /s/ Peter Thiel |
| Name: Peter Thiel | |
| Title: Managing Member |
| The Founders Fund III Management, LLC |
| By: | /s/ Peter Thiel |
| Name: Peter Thiel | |
| Title: Managing Member |
| The Founders Fund IV, LP | |
| The Founders Fund IV Principals Fund, LP |
| By: The Founders Fund IV Management, LLC | |
| Their: General Partner |
| By: | /s/ Peter Thiel |
| Name: Peter Thiel | |
| Title: Managing Member |
| The Founders Fund IV Management, LLC |
| By: | /s/ Peter Thiel |
| Name: Peter Thiel | |
| Title: Managing Member |
| /s/ Peter Thiel | |
| Peter Thiel | |
| /s/ Luke Nosek | |
| Luke Nosek | |
| /s/ Brian Singerman | |
| Brian Singerman |