Founders Fund II Management, LLC Form 4 Filed 2020-12-16

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Founders Fund II Management, LLC

2. Issuer Name and Ticker or Trading Symbol
Airbnb, Inc. [ABNB]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE, BUILDING D, 5TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2020

(Street)

SAN FRANCISCO, CA 94129

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check applicable line)

______ Form Filed by One Reporting Person
__X__ 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

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series B Convertible Preferred Stock

⁽¹⁾

12/14/2020

2,004

⁽¹⁾

Class B Common Stock

2,004

⁽¹⁾

See footnote⁽²⁾

Series B Convertible Preferred Stock

⁽¹⁾

12/14/2020

39,036

⁽¹⁾

Class B Common Stock

39,036

⁽¹⁾

See footnote⁽³⁾

Series B Convertible Preferred Stock

⁽¹⁾

12/14/2020

109,902

⁽¹⁾

Class B Common Stock

109,902

⁽¹⁾

See footnote⁽⁴⁾

Series C Convertible Preferred Stock

⁽⁵⁾

12/14/2020

199,452

⁽⁵⁾

Class B Common Stock

207,016

⁽⁵⁾

See footnote⁽⁶⁾

Series C Convertible Preferred Stock

⁽⁵⁾

12/14/2020

326,244

⁽⁵⁾

Class B Common Stock

338,616

⁽⁵⁾

See footnote⁽⁷⁾

Series C Convertible Preferred Stock

⁽⁵⁾

12/14/2020

6,597,534

⁽⁵⁾

Class B Common Stock

6,847,812

⁽⁵⁾

See footnote⁽⁸⁾

Series C Convertible Preferred Stock

⁽⁵⁾

12/14/2020

40,602

⁽⁵⁾

Class B Common Stock

42,140

⁽⁵⁾

See footnote⁽²⁾

Series C Convertible Preferred Stock

⁽⁵⁾

12/14/2020

789,456

⁽⁵⁾

Class B Common Stock

819,400

⁽⁵⁾

See footnote⁽³⁾

Series C Convertible Preferred Stock

⁽⁵⁾

12/14/2020

2,222,754

⁽⁵⁾

Class B Common Stock

2,307,072

⁽⁵⁾

See footnote⁽⁴⁾

Series C Convertible Preferred Stock

⁽⁵⁾

12/14/2020

3,709,170

⁽⁵⁾

Class B Common Stock

3,849,874

⁽⁵⁾

See footnote⁽⁹⁾

Series C Convertible Preferred Stock

⁽⁵⁾

12/14/2020

11,554,902

⁽⁵⁾

Class B Common Stock

11,993,238

⁽⁵⁾

See footnote⁽¹⁰⁾

Class B Common Stock

⁽¹¹⁾

12/14/2020

44,144

⁽¹¹⁾

Class A Common Stock

44,144

⁽¹¹⁾

44,144

See footnote⁽²⁾

Class B Common Stock

⁽¹¹⁾

12/14/2020

858,436

⁽¹¹⁾

Class A Common Stock

858,436

⁽¹¹⁾

858,436

See footnote⁽³⁾

Class B Common Stock

⁽¹¹⁾

12/14/2020

2,416,974

⁽¹¹⁾

Class A Common Stock

2,416,974

⁽¹¹⁾

2,416,974

See footnote⁽⁴⁾

Class B Common Stock

⁽¹¹⁾

12/14/2020

207,016

⁽¹¹⁾

Class A Common Stock

207,016

⁽¹¹⁾

207,016

See footnote⁽⁶⁾

Class B Common Stock

⁽¹¹⁾

12/14/2020

338,616

⁽¹¹⁾

Class A Common Stock

338,616

⁽¹¹⁾

338,616

See footnote⁽⁷⁾

Class B Common Stock

⁽¹¹⁾

12/14/2020

6,847,812

⁽¹¹⁾

Class A Common Stock

6,847,812

⁽¹¹⁾

6,847,812

See footnote⁽⁸⁾

Class B Common Stock

⁽¹¹⁾

12/14/2020

3,849,874

⁽¹¹⁾

Class A Common Stock

3,849,874

⁽¹¹⁾

3,849,874

See footnote⁽⁹⁾

Class B Common Stock

⁽¹¹⁾

12/14/2020

11,993,238

⁽¹¹⁾

Class A Common Stock

11,993,238

⁽¹¹⁾

11,993,238

See footnote⁽¹⁰⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Founders Fund II Management, LLC ONE LETTERMAN DRIVE, BUILDING D 5TH FLOOR SAN FRANCISCO, CA 94129		X
Nosek Luke C/O THE FOUNDERS FUND ONE LETTERMAN DRIVE, BUILDING D, 5TH FL SAN FRANCISCO, CA 94129		X
Singerman Brian Aaron C/O THE FOUNDERS FUND ONE LETTERMAN DRIVE, BUILDING D, 5TH FL. SAN FRANCISCO, CA 94129		X
THIEL PETER C/O THE FOUNDERS FUND ONE LETTERMAN DRIVE, BUILDING D, 5TH FLO SAN FRANCISCO, CA 94129		X
Founders Fund IV Management, LLC ONE LETTERMAN DRIVE, BUILDING D 5TH FLOOR SAN FRANCISCO, CA 94129		X

Explanation of Responses:

1.	Each share of Series B Preferred Stock automatically converted into shares of the Issuer's Class B Common Stock, on a one-for-one basis, immediately upon the closing of the Issuer's initial public offering. The Series B Preferred Stock had no expiration date.
2.	Shares held by The Founders Fund III Entrepreneurs Fund, LP ("FF-IIIE"). The Founders Fund III Management, LLC ("FF-IIIM") is the general partner of FF-IIIE and may be deemed to beneficially own the shares held by FF-IIIE. Peter Thiel and Luke Nosek have shared voting and investment power over the shares held by FF-IIIE and, accordingly, may be deemed to beneficially own the shares held by FF-IIIE. Each of Mr. Thiel and Mr. Nosek disclaims beneficial ownership in these shares except to the extent of his respective pecuniary interest therein.
3.	Shares held by The Founders Fund III Principals Fund, LP ("FF-IIIP"). FF-IIIM is the general partner of FF-IIIP and may be deemed to beneficially own the shares held by FF-IIIP. Peter Thiel and Luke Nosek have shared voting and investment power over the shares held by FF-IIIP and, accordingly, may be deemed to beneficially own the shares held by FF-IIIP. Each of Mr. Thiel and Mr. Nosek disclaims beneficial ownership in these shares except to the extent of his respective pecuniary interest therein.
4.	Shares held by The Founders Fund III, LP ("FF-III"). FF-IIIM is the general partner of FF-III and may be deemed to beneficially own the shares held by FF-III. Peter Thiel and Luke Nosek have shared voting and investment power over the shares held by FF-III and, accordingly, may be deemed to beneficially own the shares held by FF-III. Each of Mr. Thiel and Mr. Nosek disclaims beneficial ownership in these shares except to the extent of his respective pecuniary interest therein.
5.	The Series C Preferred Stock automatically converted on a one-for-one basis, subject to adjustment pursuant to the anti-dilution provisions relating to the Series C Preferred Stock, into Class B Common Stock upon the closing of the Issuer's initial public offering.
6.	Shares held by The Founders Fund II Entrepreneurs Fund, LP ("FF-IIE"). The Founders Fund II Management, LLC ("FF-IIM") is the general partner of FF-IIE and may be deemed to beneficially own the shares held by FF-IIE. Peter Thiel and Luke Nosek have shared voting and investment power over the shares held by FF-IIE and, accordingly, may be deemed to beneficially own the shares held by FF-IIE. Each of FF-IIM, Mr. Thiel and Mr. Nosek disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein.
7.	Shares held by The Founders Fund II Principals Fund, LP ("FF-IIP"). FF-IIM is the general partner of FF-IIP and may be deemed to beneficially own the shares held by FF-IIP. Peter Thiel and Luke Nosek have shared voting and investment power over the shares held by FF-IIP and, accordingly, may be deemed to beneficially own the shares held by FF-IIP. Each of FF-IIM, Mr. Thiel and Mr. Nosek disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein.
8.	Shares held by The Founders Fund II, LP ("FF-II"). FF-IIM is the general partner of FF-II and may be deemed to beneficially own the shares held by FF-II. Peter Thiel and Luke Nosek have shared voting and investment power over the shares held by FF-II and, accordingly, may be deemed to beneficially own the shares held by FF-II. Each of FF-IIM, Mr. Thiel and Mr. Nosek disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein.
9.	Shares held by The Founders Fund IV Principals Fund, LP ("FF-IVP"). The Founders Fund IV Management, LLC ("FF-IVM") is the general partner of FF-IVP and may be deemed to beneficially own the shares held by FF-IVP. Peter Thiel and Brian Singerman have shared voting and investment power over the shares held by FF-IVP and, accordingly, may be deemed to beneficially own the shares held by FF-IVP. Each of FFIVM, Mr. Thiel and Mr. Singerman disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein.
10.	Shares held by The Founders Fund IV, LP ("FF-IV"). FF-IVM is the general partner of FF-IV and may be deemed to beneficially own the shares held by FF-IV. Peter Thiel and Brian Singerman have shared voting and investment power over the shares held by FF-IV and, accordingly, may be deemed to beneficially own the shares held by FF-IV. Each of FF-IVM, Mr. Thiel and Mr. Singerman disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein.
11.	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.
Remarks: The Reporting Persons disclaim group status and neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that they have formed a group.

	Signatures
	The Founders Fund II Management, LLC, By: /s/ Peter Thiel, Managing Member	12/16/2020
	/s/ Luke Nosek	12/16/2020
	/s/ Brian A. Singerman	12/16/2020
	/s/ Peter Thiel	12/16/2020
	The Founders Fund IV Management, LLC, By: /s/ Peter Thiel, Managing Member	12/16/2020
	** 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).
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