Nathan Blecharczyk - 25 May 2023 Form 4 Insider Report for Airbnb, Inc. (ABNB)

Role: Chief Strategy Officer, Director, 10%+ Owner
Signature: /s/ Brian Savage, Attorney-in-fact
Issuer symbol: ABNB
Transactions as of: 25 May 2023
Net transactions value: -$100,292,556
Form type: 4
Filing time: 30 May 2023, 21:44:00 UTC
Previous filing: 23 May 2023
Next filing: 23 Aug 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ABNB	Class A Common Stock	Conversion of derivative security		+964,760	+384%		1,215,831	25 May 2023	Direct	F1
transaction	ABNB	Class A Common Stock	Conversion of derivative security		+575,000	+18669%		578,080	25 May 2023	By Trust	F1
transaction	ABNB	Class A Common Stock	Gift	$0	-575,000	-99%	$0.000000	3,080	25 May 2023	By Trust

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ABNB	Stock Option	Options Exercise	$0	-1,972,860	-100%	$0.000000^*	0	25 May 2023	Class B Common Stock	1,972,860	$3.18	Direct	F2
transaction	ABNB	Class B Common Stock	Options Exercise	$6,273,695	+1,972,860		$3.18^*	1,972,860	25 May 2023	Class A Common Stock	1,972,860		Direct	F1
transaction	ABNB	Class B Common Stock	Tax liability	$106,566,251	-1,008,100	-51%	$105.71	964,760	25 May 2023	Class A Common Stock	1,008,100		Direct	F1
transaction	ABNB	Class B Common Stock	Conversion of derivative security		-964,760	-100%		0	25 May 2023	Class A Common Stock	964,760		Direct	F1
transaction	ABNB	Class B Common Stock	Conversion of derivative security		-575,000	-1.3%		44,442,581	25 May 2023	Class A Common Stock	575,000		By Trust	F1
holding	ABNB	Class B Common Stock						12,696,052	25 May 2023	Class A Common Stock	12,696,052		By 2020 GRAT II	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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	The stock option is fully vested and currently exercisable. The exercise was in connection with the upcoming expiration of the stock option on February 17, 2024.

Content

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.

The stock option is fully vested and currently exercisable. The exercise was in connection with the upcoming expiration of the stock option on February 17, 2024.