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
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
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, 2022
(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)
☒ 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 | Schedule 13G | Page 1 of 7 |
| 1 |
Names of Reporting Persons
Nathan Blecharczyk | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ | |||||
| 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
60,105,531 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
60,105,531 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
60,105,531 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
13.1% | |||||
| 12 | Type of Reporting Person
IN | |||||
| CUSIP No. 009066101 | Schedule 13G | Page 2 of 7 |
| 1 |
Names of Reporting Persons
Gioacchino Curiale | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ | |||||
| 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
4,960,220 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
4,960,220 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,960,220 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
1.2% | |||||
| 12 | Type of Reporting Person
IN | |||||
| CUSIP No. 009066101 | Schedule 13G | Page 3 of 7 |
| ITEM 1. | (a) Name of Issuer: |
Airbnb, Inc. (the “Issuer”).
| (b ) | Address of Issuer’s Principal Executive Offices: |
888 Brannan Street, San Francisco, California 94103
| ITEM 2. | (a) Name of Person Filing: |
This statement is filed on behalf of Nathan Blecharczyk and Gioacchino Curiale (each a “Reporting Person” and collectively, the “Reporting Persons”).
| (b) | Address or Principal Business Office: |
The business address of each Reporting Person is 888 Brannan Street, San Francisco, California 94103.
| (c) | Citizenship of each Reporting Person is: |
Each of the Reporting Persons is a citizen of the United States.
| (d) | Title of Class of Securities: |
Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”).
| (e) | CUSIP Number: |
009066101
| ITEM 3. |
|
Not applicable.
| CUSIP No. 009066101 | Schedule 13G | Page 4 of 7 |
| ITEM 4. | Ownership. |
The ownership information below represents beneficial ownership of Class A Common Stock of the Issuer as of December 31, 2022, based upon 398,246,802 shares of Class A Common Stock outstanding as of October 14, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2022. The information below assumes the conversion of the Class B common stock, par value $0.0001 per share (“Class B Common Stock”) of the Issuer held by the Reporting Person into shares of Class A Common Stock of the Issuer on a one-to-one basis.
(a)-(c)
| Reporting Person | Amount beneficially owned |
Percent of class: |
Sole power to direct the vote: |
Shared power to vote or to direct the vote: |
Sole power or to direct of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
| Nathan Blecharczyk |
60,105,531 | 13.1 | % | 60,105,531 | 0 | 60,105,531 | 0 | |||||||||||||||||
| Gioacchino Curiale |
4,960,220 | 1.2 | % | 4,960,220 | 0 | 4,960,220 | 0 | |||||||||||||||||
Nathan Blecharczyk is deemed to be the beneficial owner of 60,105,531shares of Class A Common Stock, which includes: (i) 88,364 shares of Class A Common Stock held of record by Mr. Blecharczyk, (ii) 20,721 shares of Class A Common Stock issuable to Mr. Blecharczyk upon vesting of restricted stock units that will vest on or before March 1, 2023, (iii) 141 shares of Class A Common Stock held of record by a trust over which Mr. Blecharczyk has investment discretion; (iv) 57,713,633 shares of Class A Common Stock issuable upon conversion of 57,713,633 shares of Class B Common Stock held in trusts over which Mr. Blecharczyk has investment discretion; (v) 1,972,860 shares of Class A Common Stock issuable upon conversion of 1,972,860 shares of Class B Common Stock subject to a stock option currently exercisable by Mr. Blecharczyk; and (vi) 309,812 shares of Class A Common Stock subject to stock options held by Mr. Blecharczyk exercisable on or before March 1, 2023.
Gioacchino Curiale is deemed to be the beneficial owner of 4,960,220 shares of Class A Common Stock issuable upon conversion of 4,960,220 shares of Class B Common Stock held in trusts for the benefit of Mr. Blecharczyk’s family for which he serves as the trustee.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| CUSIP No. 009066101 | Schedule 13G | Page 5 of 7 |
| 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. |
Pursuant to the Voting Agreement, dated as of December 4, 2020, by and among the Reporting Persons, Brian Chesky, Joseph Gebbia, and certain affiliated trusts and entities described therein (the “Voting Agreement”), the parties to the Voting Agreement may be deemed to constitute a group for purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended. The Reporting Persons disclaim beneficial ownership of the securities beneficially owned by the other parties to the Voting Agreement.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
Not applicable.
| CUSIP No. 009066101 | Schedule 13G | Page 6 of 7 |
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.
Date: February 13, 2023
| Nathan Blecharczyk |
| /s/ Nathan Blecharczyk |
| Gioacchino Curiale |
| /s/ Gioacchino Curiale |
| CUSIP No. 009066101 | Schedule 13G | Page 7 of 7 |
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| 99 | Joint Filing Agreement (previously filed). |