| Item 1. | |
| (a) | Name of issuer:
Airbnb, Inc. |
| (b) | Address of issuer's principal executive offices:
888 Brannan Street, San Francisco, CA 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 or, if none, residence:
The business address of each Reporting Person is 888 Brannan Street, San Francisco, CA 94103. |
| (c) | Citizenship:
Each of the Reporting Persons is a citizen of the United States. |
| (d) | Title of class of securities:
Class A Common Stock, 0.0001 par value per share |
| (e) | CUSIP No.:
009066101 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The ownership information below represents beneficial ownership of Class A Common Stock of the Issuer as of June 30, 2025, based upon 431,602,213 shares of Class A Common Stock outstanding as of April 18, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 1, 2025. The ownership information also assumes the respective conversion of the Class B common stock, par value $0.0001 per share ("Class B Common Stock") of the Issuer, vesting of restricted stock units and exercise of stock options disclosed below into shares of Class A Common Stock of the Issuer on a one-to-one basis.
Nathan Blecharczyk is deemed to be the beneficial owner of 57,150,495.582 shares of Class A Common Stock, which includes: (i) 120,887.582 shares of Class A Common Stock held of record by Mr. Blecharczyk, (ii) 6,721 shares of Class A Common Stock issuable to Mr. Blecharczyk upon vesting of restricted stock units that will vest within 60 days of June 30, 2025, (iii) 9,896 shares of Class A Common Stock held of record by a trust over which Mr. Blecharczyk has investment discretion; (iv) 56,675,737 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held in trusts over which Mr. Blecharczyk has investment discretion; and (v) 337,254 shares of Class A Common Stock subject to stock options held by Mr. Blecharczyk that are exercisable on or within 60 days of June 30, 2025.
Gioacchino Curiale is deemed to be the beneficial owner of 4,960,220 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held in trusts for the benefit of Mr. Blecharczyk's family for which he serves as the trustee. |
| (b) | Percent of class:
See Item 11 of each of the cover pages hereto. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See Item 5 of each of the cover pages hereto.
|
| | (ii) Shared power to vote or to direct the vote:
See Item 6 of each of the cover pages hereto.
|
| | (iii) Sole power to dispose or to direct the disposition of:
See Item 7 of each of the cover pages hereto.
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| | (iv) Shared power to dispose or to direct the disposition of:
See Item 8 of each of the cover pages hereto.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member 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. |
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Not Applicable
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Rule 13d-1(d)