Founders Fund II Management, LLC 4

Accession 0001209191-20-063866

CIK 0001559720other

View on SEC.gov Company Profile

Filed

Dec 15, 7:00 PM ET

Accepted

Dec 16, 6:02 PM ET

Size

59.9 KB

Accession

0001209191-20-063866

Insider Transaction Report

Form 4

Period: 2020-12-14

Airbnb, Inc.ABNB

Singerman Brian Aaron

10% Owner

Transactions

Conversion
Series C Convertible Preferred Stock
2020-12-14−326,244→ 0 total(indirect: See footnote)
→ Class B Common Stock (338,616 underlying)
Conversion
Series B Convertible Preferred Stock
2020-12-14−39,036→ 0 total(indirect: See footnote)
→ Class B Common Stock (39,036 underlying)
Conversion
Series B Convertible Preferred Stock
2020-12-14−2,004→ 0 total(indirect: See footnote)
→ Class B Common Stock (2,004 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−2,222,754→ 0 total(indirect: See footnote)
→ Class B Common Stock (2,307,072 underlying)
Conversion
Series B Convertible Preferred Stock
2020-12-14−109,902→ 0 total(indirect: See footnote)
→ Class B Common Stock (109,902 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−6,597,534→ 0 total(indirect: See footnote)
→ Class B Common Stock (6,847,812 underlying)
Conversion
Class B Common Stock
2020-12-14+338,616→ 338,616 total(indirect: See footnote)
→ Class A Common Stock (338,616 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−40,602→ 0 total(indirect: See footnote)
→ Class B Common Stock (42,140 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−789,456→ 0 total(indirect: See footnote)
→ Class B Common Stock (819,400 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−11,554,902→ 0 total(indirect: See footnote)
→ Class B Common Stock (11,993,238 underlying)
Conversion
Class B Common Stock
2020-12-14+44,144→ 44,144 total(indirect: See footnote)
→ Class A Common Stock (44,144 underlying)
Conversion
Class B Common Stock
2020-12-14+858,436→ 858,436 total(indirect: See footnote)
→ Class A Common Stock (858,436 underlying)
Conversion
Class B Common Stock
2020-12-14+207,016→ 207,016 total(indirect: See footnote)
→ Class A Common Stock (207,016 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−3,709,170→ 0 total(indirect: See footnote)
→ Class B Common Stock (3,849,874 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−199,452→ 0 total(indirect: See footnote)
→ Class B Common Stock (207,016 underlying)
Conversion
Class B Common Stock
2020-12-14+2,416,974→ 2,416,974 total(indirect: See footnote)
→ Class A Common Stock (2,416,974 underlying)
Conversion
Class B Common Stock
2020-12-14+6,847,812→ 6,847,812 total(indirect: See footnote)
→ Class A Common Stock (6,847,812 underlying)
Conversion
Class B Common Stock
2020-12-14+3,849,874→ 3,849,874 total(indirect: See footnote)
→ Class A Common Stock (3,849,874 underlying)
Conversion
Class B Common Stock
2020-12-14+11,993,238→ 11,993,238 total(indirect: See footnote)
→ Class A Common Stock (11,993,238 underlying)

THIEL PETER

10% Owner

Transactions

Conversion
Series B Convertible Preferred Stock
2020-12-14−39,036→ 0 total(indirect: See footnote)
→ Class B Common Stock (39,036 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−40,602→ 0 total(indirect: See footnote)
→ Class B Common Stock (42,140 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−2,222,754→ 0 total(indirect: See footnote)
→ Class B Common Stock (2,307,072 underlying)
Conversion
Series B Convertible Preferred Stock
2020-12-14−2,004→ 0 total(indirect: See footnote)
→ Class B Common Stock (2,004 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−6,597,534→ 0 total(indirect: See footnote)
→ Class B Common Stock (6,847,812 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−789,456→ 0 total(indirect: See footnote)
→ Class B Common Stock (819,400 underlying)
Conversion
Class B Common Stock
2020-12-14+6,847,812→ 6,847,812 total(indirect: See footnote)
→ Class A Common Stock (6,847,812 underlying)
Conversion
Class B Common Stock
2020-12-14+3,849,874→ 3,849,874 total(indirect: See footnote)
→ Class A Common Stock (3,849,874 underlying)
Conversion
Class B Common Stock
2020-12-14+11,993,238→ 11,993,238 total(indirect: See footnote)
→ Class A Common Stock (11,993,238 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−3,709,170→ 0 total(indirect: See footnote)
→ Class B Common Stock (3,849,874 underlying)
Conversion
Class B Common Stock
2020-12-14+44,144→ 44,144 total(indirect: See footnote)
→ Class A Common Stock (44,144 underlying)
Conversion
Class B Common Stock
2020-12-14+858,436→ 858,436 total(indirect: See footnote)
→ Class A Common Stock (858,436 underlying)
Conversion
Class B Common Stock
2020-12-14+2,416,974→ 2,416,974 total(indirect: See footnote)
→ Class A Common Stock (2,416,974 underlying)
Conversion
Class B Common Stock
2020-12-14+207,016→ 207,016 total(indirect: See footnote)
→ Class A Common Stock (207,016 underlying)
Conversion
Class B Common Stock
2020-12-14+338,616→ 338,616 total(indirect: See footnote)
→ Class A Common Stock (338,616 underlying)
Conversion
Series B Convertible Preferred Stock
2020-12-14−109,902→ 0 total(indirect: See footnote)
→ Class B Common Stock (109,902 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−199,452→ 0 total(indirect: See footnote)
→ Class B Common Stock (207,016 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−326,244→ 0 total(indirect: See footnote)
→ Class B Common Stock (338,616 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−11,554,902→ 0 total(indirect: See footnote)
→ Class B Common Stock (11,993,238 underlying)

Founders Fund II Management, LLC

10% Owner

Transactions

Conversion
Series B Convertible Preferred Stock
2020-12-14−39,036→ 0 total(indirect: See footnote)
→ Class B Common Stock (39,036 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−2,222,754→ 0 total(indirect: See footnote)
→ Class B Common Stock (2,307,072 underlying)
Conversion
Class B Common Stock
2020-12-14+44,144→ 44,144 total(indirect: See footnote)
→ Class A Common Stock (44,144 underlying)
Conversion
Class B Common Stock
2020-12-14+3,849,874→ 3,849,874 total(indirect: See footnote)
→ Class A Common Stock (3,849,874 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−3,709,170→ 0 total(indirect: See footnote)
→ Class B Common Stock (3,849,874 underlying)
Conversion
Class B Common Stock
2020-12-14+2,416,974→ 2,416,974 total(indirect: See footnote)
→ Class A Common Stock (2,416,974 underlying)
Conversion
Class B Common Stock
2020-12-14+338,616→ 338,616 total(indirect: See footnote)
→ Class A Common Stock (338,616 underlying)
Conversion
Class B Common Stock
2020-12-14+11,993,238→ 11,993,238 total(indirect: See footnote)
→ Class A Common Stock (11,993,238 underlying)
Conversion
Series B Convertible Preferred Stock
2020-12-14−109,902→ 0 total(indirect: See footnote)
→ Class B Common Stock (109,902 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−6,597,534→ 0 total(indirect: See footnote)
→ Class B Common Stock (6,847,812 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−199,452→ 0 total(indirect: See footnote)
→ Class B Common Stock (207,016 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−11,554,902→ 0 total(indirect: See footnote)
→ Class B Common Stock (11,993,238 underlying)
Conversion
Class B Common Stock
2020-12-14+6,847,812→ 6,847,812 total(indirect: See footnote)
→ Class A Common Stock (6,847,812 underlying)
Conversion
Series B Convertible Preferred Stock
2020-12-14−2,004→ 0 total(indirect: See footnote)
→ Class B Common Stock (2,004 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−326,244→ 0 total(indirect: See footnote)
→ Class B Common Stock (338,616 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−40,602→ 0 total(indirect: See footnote)
→ Class B Common Stock (42,140 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−789,456→ 0 total(indirect: See footnote)
→ Class B Common Stock (819,400 underlying)
Conversion
Class B Common Stock
2020-12-14+858,436→ 858,436 total(indirect: See footnote)
→ Class A Common Stock (858,436 underlying)
Conversion
Class B Common Stock
2020-12-14+207,016→ 207,016 total(indirect: See footnote)
→ Class A Common Stock (207,016 underlying)

Nosek Luke

10% Owner

Transactions

Conversion
Series B Convertible Preferred Stock
2020-12-14−109,902→ 0 total(indirect: See footnote)
→ Class B Common Stock (109,902 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−199,452→ 0 total(indirect: See footnote)
→ Class B Common Stock (207,016 underlying)
Conversion
Series B Convertible Preferred Stock
2020-12-14−2,004→ 0 total(indirect: See footnote)
→ Class B Common Stock (2,004 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−40,602→ 0 total(indirect: See footnote)
→ Class B Common Stock (42,140 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−789,456→ 0 total(indirect: See footnote)
→ Class B Common Stock (819,400 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−11,554,902→ 0 total(indirect: See footnote)
→ Class B Common Stock (11,993,238 underlying)
Conversion
Class B Common Stock
2020-12-14+2,416,974→ 2,416,974 total(indirect: See footnote)
→ Class A Common Stock (2,416,974 underlying)
Conversion
Class B Common Stock
2020-12-14+3,849,874→ 3,849,874 total(indirect: See footnote)
→ Class A Common Stock (3,849,874 underlying)
Conversion
Class B Common Stock
2020-12-14+6,847,812→ 6,847,812 total(indirect: See footnote)
→ Class A Common Stock (6,847,812 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−3,709,170→ 0 total(indirect: See footnote)
→ Class B Common Stock (3,849,874 underlying)
Conversion
Class B Common Stock
2020-12-14+858,436→ 858,436 total(indirect: See footnote)
→ Class A Common Stock (858,436 underlying)
Conversion
Series B Convertible Preferred Stock
2020-12-14−39,036→ 0 total(indirect: See footnote)
→ Class B Common Stock (39,036 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−326,244→ 0 total(indirect: See footnote)
→ Class B Common Stock (338,616 underlying)
Conversion
Class B Common Stock
2020-12-14+338,616→ 338,616 total(indirect: See footnote)
→ Class A Common Stock (338,616 underlying)
Conversion
Class B Common Stock
2020-12-14+11,993,238→ 11,993,238 total(indirect: See footnote)
→ Class A Common Stock (11,993,238 underlying)
Conversion
Class B Common Stock
2020-12-14+44,144→ 44,144 total(indirect: See footnote)
→ Class A Common Stock (44,144 underlying)
Conversion
Class B Common Stock
2020-12-14+207,016→ 207,016 total(indirect: See footnote)
→ Class A Common Stock (207,016 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−6,597,534→ 0 total(indirect: See footnote)
→ Class B Common Stock (6,847,812 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−2,222,754→ 0 total(indirect: See footnote)
→ Class B Common Stock (2,307,072 underlying)

Founders Fund IV Management, LLC

10% Owner

Transactions

Conversion
Class B Common Stock
2020-12-14+44,144→ 44,144 total(indirect: See footnote)
→ Class A Common Stock (44,144 underlying)
Conversion
Class B Common Stock
2020-12-14+3,849,874→ 3,849,874 total(indirect: See footnote)
→ Class A Common Stock (3,849,874 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−2,222,754→ 0 total(indirect: See footnote)
→ Class B Common Stock (2,307,072 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−3,709,170→ 0 total(indirect: See footnote)
→ Class B Common Stock (3,849,874 underlying)
Conversion
Class B Common Stock
2020-12-14+858,436→ 858,436 total(indirect: See footnote)
→ Class A Common Stock (858,436 underlying)
Conversion
Class B Common Stock
2020-12-14+207,016→ 207,016 total(indirect: See footnote)
→ Class A Common Stock (207,016 underlying)
Conversion
Class B Common Stock
2020-12-14+6,847,812→ 6,847,812 total(indirect: See footnote)
→ Class A Common Stock (6,847,812 underlying)
Conversion
Class B Common Stock
2020-12-14+11,993,238→ 11,993,238 total(indirect: See footnote)
→ Class A Common Stock (11,993,238 underlying)
Conversion
Series B Convertible Preferred Stock
2020-12-14−109,902→ 0 total(indirect: See footnote)
→ Class B Common Stock (109,902 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−199,452→ 0 total(indirect: See footnote)
→ Class B Common Stock (207,016 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−326,244→ 0 total(indirect: See footnote)
→ Class B Common Stock (338,616 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−6,597,534→ 0 total(indirect: See footnote)
→ Class B Common Stock (6,847,812 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−40,602→ 0 total(indirect: See footnote)
→ Class B Common Stock (42,140 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−789,456→ 0 total(indirect: See footnote)
→ Class B Common Stock (819,400 underlying)
Conversion
Class B Common Stock
2020-12-14+2,416,974→ 2,416,974 total(indirect: See footnote)
→ Class A Common Stock (2,416,974 underlying)
Conversion
Series B Convertible Preferred Stock
2020-12-14−39,036→ 0 total(indirect: See footnote)
→ Class B Common Stock (39,036 underlying)
Conversion
Series C Convertible Preferred Stock
2020-12-14−11,554,902→ 0 total(indirect: See footnote)
→ Class B Common Stock (11,993,238 underlying)
Conversion
Class B Common Stock
2020-12-14+338,616→ 338,616 total(indirect: See footnote)
→ Class A Common Stock (338,616 underlying)
Conversion
Series B Convertible Preferred Stock
2020-12-14−2,004→ 0 total(indirect: See footnote)
→ Class B Common Stock (2,004 underlying)

Footnotes (11)

[F1]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.
[F10]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.
[F11]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.
[F2]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.
[F3]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.
[F4]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.
[F5]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.
[F6]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.
[F7]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.
[F8]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.
[F9]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.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

Airbnb, Inc.

CIK 0001559720

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001695329

Filing Metadata

Form type: 4
Filed: Dec 15, 7:00 PM ET
Accepted: Dec 16, 6:02 PM ET
Size: 59.9 KB

View on SEC.gov