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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Gebbia Joseph

(Last) (First) (Middle)
888 BRANNAN STREET

(Street)
SAN FRANCISCO CA 94103

(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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
11/29/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 11/29/2021 S(1) 1,000 D $177.037(2) 232,105 D
Class A Common Stock 11/29/2021 S(1) 1,842 D $178.0014(3) 230,263 D
Class A Common Stock 11/29/2021 S(1) 5,000 D $179.0622(4) 225,263 D
Class A Common Stock 11/29/2021 S(1) 1,936 D $179.8218(5) 223,327 D
Class A Common Stock 11/29/2021 C 27,327 A $0.00 250,654 D
Class A Common Stock 11/29/2021 S(1) 1,600 D $176.9296(6) 249,054 D
Class A Common Stock 11/29/2021 S(1) 5,477 D $177.8834(7) 243,577 D
Class A Common Stock 11/29/2021 S(1) 12,933 D $178.9906(8) 230,644 D
Class A Common Stock 11/29/2021 S(1) 7,217 D $179.7238(9) 223,427 D
Class A Common Stock 11/29/2021 S(1) 100 D $180.54 223,327 D
Class A Common Stock 11/29/2021 M 18,214 A $40.18 241,541 D
Class A Common Stock 11/29/2021 S(1) 1,600 D $176.9181(10) 239,941 D
Class A Common Stock 11/29/2021 S(1) 4,000 D $178.0885(11) 235,941 D
Class A Common Stock 11/29/2021 S(1) 9,350 D $179.0991(12) 226,591 D
Class A Common Stock 11/29/2021 S(1) 3,064 D $179.8089(13) 223,527 D
Class A Common Stock 11/29/2021 S(1) 200 D $180.565(14) 223,327 D
Class A Common Stock 11/29/2021 M 81,663 A $40.18 304,990 D
Class A Common Stock 11/29/2021 S(1) 6,000 D $177.0263(15) 298,990 D
Class A Common Stock 11/29/2021 S(1) 16,900 D $177.9793(16) 282,090 D
Class A Common Stock 11/29/2021 S(1) 39,594 D $179.0459(17) 242,496 D
Class A Common Stock 11/29/2021 S(1) 18,969 D $179.796(18) 223,527 D
Class A Common Stock 11/29/2021 S(1) 200 D $180.595(19) 223,327 D
Class A Common Stock 11/29/2021 S(1) 4,000 D $176.888(20) 1,216,258 I By Sycamore Trust
Class A Common Stock 11/29/2021 S(1) 10,101 D $177.8966(21) 1,206,157 I By Sycamore Trust
Class A Common Stock 11/29/2021 S(1) 26,142 D $178.9389(22) 1,180,015 I By Sycamore Trust
Class A Common Stock 11/29/2021 S(1) 17,790 D $179.6965(23) 1,162,225 I By Sycamore Trust
Class A Common Stock 11/29/2021 S(1) 300 D $180.5667(24) 1,161,925 I By Sycamore Trust
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
Stock Option $3.18 11/29/2021 M 27,327 (25) 02/17/2024 Class B Common Stock 27,327 $0.00 0 D
Class B Common Stock (26) 11/29/2021 M 27,327 (26) (26) Class A Common Stock 27,327 $3.18 27,327 D
Class B Common Stock (26) 11/29/2021 C 27,327 (26) (26) Class A Common Stock 27,327 $0.00 0 D
Stock Option $40.18 11/29/2021 M 18,214 (27) 11/10/2030 Class A Common Stock 18,214 $0.00 168,446 D
Stock Option $40.18 11/29/2021 M 81,663 (28) 11/10/2030 Class A Common Stock 81,663 $0.00 476,840 D
Class B Common Stock (26) (26) (26) Class A Common Stock 92,400 92,400 I By Ulderico LLC
Class B Common Stock (26) (26) (26) Class A Common Stock 1,000,000 1,000,000 I By Guernica LLC
Class B Common Stock (26) (26) (26) Class A Common Stock 2,000,000 2,000,000 I By Guernica 2, LLC
Class B Common Stock (26) (26) (26) Class A Common Stock 3,000,000 3,000,000 I By Guernica 3, LLC
Explanation of Responses:
1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.50 to $177.49. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.50 to $178.405. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.54 to $179.50. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.54 to $180.32. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.35 to $177.30. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.36 to $178.35. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.36 to $179.355. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.36 to $180.25. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.56 to $180.57. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.35 to $177.32. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.42 to $178.405. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.42 to $179.41. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.42 to $180.36. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.33 to $177.31. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.52 to $178.51. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.56 to $179.54. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.56 to $180.18. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.56 to $180.57. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.48 to $177.44. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.48 to $178.47. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
22. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.49 to $179.48. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
23. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.49 to $180.46. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
24. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.56 to $180.63. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
25. The stock option is fully vested and currently exercisable.
26. 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.
27. The stock option vests in 48 equal monthly installments beginning on March 25, 2020.
28. The stock option vests in 48 equal monthly installments beginning on December 25, 2020.
Remarks:
Chairman - Samara & Airbnb.org
/s/ Brian Savage, Attorney-in-fact 12/01/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.