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Form 4/A Airbnb, Inc. For: May 25 Filed by: SEQUOIA TECHNOLOGY PARTNERS XII A DELAWARE L P

June 2, 2022 5:33 PM EDT
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
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 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 *
SC US (TTGP), LTD.
(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 101
(Street)
MENLO PARK CA 94025
(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/25/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
05/27/2022		 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
Class A Common Stock 05/31/2022   J (1)   8,153 (1) A $ 0 518,657 (2) I See Footnotes (4) (5) (6)
Class A Common Stock               306,184 I Sequoia Capital Fund, LP (7)
Class A Common Stock               40,794 I Sequoia Capital Fund Parallel, LLC (7)
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
Class B Common Stock (3) (8) 05/25/2022   J (3) (8)   1,813,067     (8)   (8) Class A Common Stock 1,813,067 $ 0 6,039,832 I Sequoia Capital Fund Parallel, LLC (7)
Explanation of Responses:
1. These shares were received by Sequoia Capital U.S. Venture 2010-Seed Fund L.P. ("USV 2010-Seed") as part of a pro rata distribution-in-kind of Class A Common Stock of the Issuer to the limited partners of an investment fund.
2. Includes shares of Class A Common Stock in the following amounts: 8,153 shares held by USV 2010-Seed, 502,758 shares held by Sequoia Capital Global Growth Fund II, L.P. ("GGF II"), and 7,746 shares held by Sequoia Capital Global Growth II Principals Fund, L.P.("GGF II PF").
3. The original Form 4, filed on May 27, 2022, is being amended by this Form 4 amendment to correct an administrative error, which misreported the number of securities acquired by Sequoia Capital Fund Parallel, LLC ("SCFP") on May 25, 2022. As a result of this administrative error, the number of shares beneficially owned by the reporting person following the corrected transaction reflects an increase in the number of shares reported as beneficially owned by the reporting person by 4,885 shares.
4. SC US (TTGP), Ltd. is: (i) the general partner of SC Global Growth II Management, L.P., which is the general partner of each Sequoia Capital Global Growth Fund II, L.P. ("GGF II") and Sequoia Capital Global Growth II Principals Fund, L.P. ("GGF II PF"); and (ii) the general partner of SC U.S. Venture 2010 Management, L.P., which is the general partner of USV 2010-Seed.
5. (cont'd) As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by GGF II, GGF II PF and USV 2010-Seed. In addition, the directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to GGF II and GGF II PF are Douglas M. Leone and Roelof F. Botha. As a result, and by virtue of the relationships described in this paragraph, each such person may be deemed to share voting and dispositive power with respect to the shares held by GGF II and GGF II PF, as applicable.
6. (cont'd) Each of SC US (TTGP), Ltd., SC Global Growth II Management, L.P., U.S. Venture 2010 Management, L.P., Mr. Leone and Mr. Botha disclaims beneficial ownership of the shares held by GGF II, GGF II PF and USV 2010-Seed, as applicable, except to the extent of its or his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
7. SC US (TTGP), Ltd. is (i) the general partner of Sequoia Capital Fund Management, L.P., which is the general partner of Sequoia Capital Fund, LP ("SCF") and the managing member of Sequoia Capital Fund Parallel, LLC ("SCFP"). As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by SCF and SCFP. Each of such reporting persons disclaims beneficial ownership of the shares held by SCF and SCFP, as applicable, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
8. Represents a pro rata distribution of Class A Common Stock of the Issuer to partners or members of the applicable distributing fund for no consideration and includes subsequent distributions by general partners or managing members to their respective partners or members and the contribution by such partners or members to the applicable recipient fund.
Remarks:
Form 2 of 3; By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SCGF V Management, L.P., the General Partner of Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P., which together own 100% of SC US GF V Holdings, Ltd.
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd. 06/02/2022
** Signature of Reporting Person Date
See Remarks 06/02/2022
** Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC XII Management, LLC 06/02/2022
** Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC XII Management, LLC, the General Partner of Sequoia Capital XII, L.P. 06/02/2022
** Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC XII Management, LLC, the General Partner of Sequoia Technology Partners XII, L.P. 06/02/2022
** Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC XII Management, LLC, the Managing Member of Sequoia Capital XII Principals Fund, LLC 06/02/2022
** Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone 06/02/2022
** Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha 06/02/2022
** Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for James Goetz 06/02/2022
** Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Venture 2010 Management, L.P., 06/02/2022
** 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.

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