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

Role: CEO and Chairman, Director, 10%+ Owner
Signature: /s/ Brian Savage, Attorney-in-fact
Stock symbol: ABNB
Transactions as of: May 25, 2023
Transactions value $: -$467,174,753
Form type: 4
Date filed: 5/30/2023, 09:54 PM
Previous filing: Dec 28, 2022
Next filing: Jun 5, 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		+4.5M	+37.8%		16.4M	May 25, 2023	Direct	F1
transaction	ABNB	Class A Common Stock	Conversion of derivative security		+1M	+6.1%		17.4M	May 25, 2023	Direct	F1
holding	ABNB	Class A Common Stock						265K	May 25, 2023	By 2019 Trust B

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	-9.19M	-100%	$0.00^*	0	May 25, 2023	Class B Common Stock	9.19M	$3.18	Direct	F2
transaction	ABNB	Class B Common Stock	Options Exercise	$29.2M	+9.19M	+14.32%	$3.18^*	73.4M	May 25, 2023	Class A Common Stock	9.19M		Direct	F1, F3
transaction	ABNB	Class B Common Stock	Conversion of derivative security	$0	-4.5M	-6.13%	$0.00	68.9M	May 25, 2023	Class A Common Stock	4.5M		Direct	F1
transaction	ABNB	Class B Common Stock	Conversion of derivative security		-1M	-1.45%		67.9M	May 25, 2023	Class A Common Stock	1M		Direct	F1
transaction	ABNB	Class B Common Stock	Tax liability	-$496M	-4.7M	-6.83%	$105.71	64.1M	May 25, 2023	Class A Common Stock	4.7M		Direct	F1, F4
holding	ABNB	Class B Common Stock						63.7K	May 25, 2023	Class A Common Stock	63.7K		By 2016 Legacy Trust	F1
holding	ABNB	Class B Common Stock						15.3K	May 25, 2023	Class A Common Stock	15.3K		By 2016 Long-Term Trust	F1
holding	ABNB	Class B Common Stock						157K	May 25, 2023	Class A Common Stock	157K		By 2019 Trust	F1
holding	ABNB	Class B Common Stock						372K	May 25, 2023	Class A Common Stock	372K		By 2019 Trust A	F1
holding	ABNB	Class B Common Stock						324K	May 25, 2023	Class A Common Stock	324K		By 2019 GRAT II	F1, F3
holding	ABNB	Class B Common Stock						346K	May 25, 2023	Class A Common Stock	346K		By 2021 GRAT B	F1, F4
holding	ABNB	Class B Common Stock						279K	May 25, 2023	Class A Common Stock	279K		By 2022 GRAT A	F1, F4

* 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.
F3	Reflects a transfer of 67,913 shares of Class B Common Stock from the 2019 GRAT II to the reporting person on February 17, 2023 in satisfaction of a GRAT annuity payment owed to the reporting person, which was exempt from reporting pursuant to Rule 16a-13.
F4	Reflects the following transfers: (i) 331,326 shares of Class B Common Stock from the 2021 GRAT A on May 30, 2023, (ii) 229,871 shares of Class B Common Strock from the 2021 GRAT B on May 30, 2023, and (iii) 313,450 shares of Class B Common Stock from the 2022 GRAT A on May 26, 2023, in each case to the reporting person in satisfaction of a GRAT annuity payment owed to the reporting person. Such transactions were exempt from reporting pursuant to Rule 16a-13.