Filing Details
- Accession Number:
- 0001193125-22-037233
- Form Type:
- 13G Filing
- Publication Date:
- 2022-02-10 19:00:00
- Filed By:
- Silver Lake Partners
- Company:
- Airbnb Inc. (NASDAQ:ABNB)
- Filing Date:
- 2022-02-11
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| SLP Constellation Aggregator II | 0 | 5,026,804 | 0 | 5,026,804 | 5,026,804 | 1.43% |
| SLP V Aggregator GP | 0 | 5,026,804 | 0 | 5,026,804 | 5,026,804 | 1.43% |
| Silver Lake Partners V | 0 | 814,250 | 0 | 814,250 | 814,250 | 0.23% |
| Silver Lake Technology Investors V | 0 | 9,805 | 0 | 9,805 | 9,805 | 0.003% |
| Silver Lake Technology Associates V | 0 | 5,850,859 | 0 | 5,850,859 | 5,850,859 | 1.67% |
| SLTA V (GP) | 0 | 5,850,859 | 0 | 5,850,859 | 5,850,859 | 1.67% |
| Silver Lake Group | 0 | 5,850,859 | 0 | 5,850,859 | 5,850,859 | 1.67% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Airbnb, Inc.
(Name of Issuer)
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
009066101
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. | Names of Reporting Persons
SLP Constellation Aggregator II, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
5,026,804* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
5,026,804* | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
5,026,804* | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
1.43% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| * | See Item 4. |
| See Item 4. |
| 1. | Names of Reporting Persons
SLP V Aggregator GP, L.L.C. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
5,026,804* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
5,026,804* | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
5,026,804* | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
1.43% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| * | See Item 4. |
| See Item 4. |
| 1. | Names of Reporting Persons
Silver Lake Partners V, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
814,250* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
814,250* | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
814,250* | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
0.23% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| * | See Item 4. |
| See Item 4. |
| 1. | Names of Reporting Persons
Silver Lake Technology Investors V, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
9,805* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
9,805* | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
9,805* | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
0.003% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| * | See Item 4. |
| See Item 4. |
| 1. | Names of Reporting Persons
Silver Lake Technology Associates V, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
5,850,859* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
5,850,859* | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
5,850,859* | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
1.67% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| * | See Item 4. |
| See Item 4. |
| 1. | Names of Reporting Persons
SLTA V (GP), L.L.C. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
5,850,859* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
5,850,859* | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
5,850,859* | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
1.67% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| * | See Item 4. |
| See Item 4. |
| 1. | Names of Reporting Persons
Silver Lake Group, L.L.C. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
5,850,859* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
5,850,859* | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
5,850,859* | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
1.67% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| * | See Item 4. |
| See Item 4. |
| Item 1(a). | Name of Issuer |
Airbnb, Inc.
| Item 1(b). | Address of the Issuers Principal Executive Offices |
888 Brannan Street
San Francisco, California 94103
| Item 2(a). | Names of Persons Filing |
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the Reporting Persons:
| (i) | SLP Constellation Aggregator II, L.P., a Delaware limited partnership (SLP Constellation II) |
| (ii) | SLP V Aggregator GP, L.L.C., a Delaware limited liability company (SLP V Aggregator) |
| (iii) | Silver Lake Partners V, L.P., a Delaware limited partnership (SLP V) |
| (iv) | Silver Lake Technology Investors V, L.P., a Delaware limited partnership (SLTI V) |
| (v) | Silver Lake Technology Associates V, L.P., a Delaware limited partnership (SLTA V) |
| (vi) | SLTA V (GP), L.L.C., a Delaware limited liability company (SLTA V GP) |
| (vii) | Silver Lake Group, L.L.C., a Delaware limited liability company (SLG) |
| Item 2(b). | Address of the Principal Business Office, or if none, Residence: |
The principal business address of each of the Reporting Persons is as follows:
c/o Silver Lake
2775 Sand Hill Road, Suite 100
Menlo Park, CA 94025
| Item 2(c). | Citizenship |
See responses to Item 4 on each cover page.
| Item 2(d). | Title of Class of Securities |
Class A common stock, par value $0.0001 per share.
| Item 2(e). | CUSIP Number |
009066101
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n): |
Not Applicable.
| Item 4. | Ownership |
| (a) | Amount beneficially owned: |
The information contained in rows 5, 6, 7, 8, 9, 10, and 11 on each of the cover pages of this Schedule 13G incorporated by reference in its entirety into this Item 4.
SLP Constellation II directly holds 1,059,408 shares of Class A Common Stock and warrants to purchase an additional 3,967,396 shares of Class A Common Stock acquirable upon exercise of Warrants directly held by the Reporting Person. SLP V directly holds 814,250 shares of Class A Common Stock and SLTI V directly holds 9,805 shares of Class A Common Stock. The Reporting Persons may be deemed to beneficially own an aggregate of 5,850,859 shares of the Issuers Class A Common Stock (including 3,967,396 shares of Class A Common Stock issuable upon exercise of the warrants), representing approximately 1.67% of the issued and outstanding shares of the Issuers Class A Common Stock. This percentage of beneficial ownership is based on 346,824,025 shares of Class A Common Stock reported outstanding in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 5, 2021, plus an additional 3,967,396 shares of Class A Common Stock that would be acquired if the warrants held by the Reporting Persons were fully exercised.
The shares of Class A Common Stock beneficially owned represent approximately 0.92% of the total common stock of the Issuer, representing approximately 0.10% of the total voting power of all common stock. These percentages of beneficial ownership are based on 639,356,323 total shares of common stock, including 350,791,421 shares of Class A Common Stock, 279,364,902 shares of Class B Common Stock and 9,200,000 shares of Class H Common Stock. The total for Class A Common Stock is calculated from the reported amount of shares outstanding in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 5, 2021, plus an additional 3,967,396 shares of Class A Common Stock that would be acquired if the warrants held by the Reporting Persons were fully exercised.
| (b) | Percent of Class: |
See responses to Item 11 on each cover page and Item 4(a) above.
| (c) | Number of shares as to which the Reporting Person has: |
| (i) | Sole power to vote or to direct the vote: |
See responses to Item 5 on each cover pageand Item 4(a) above.
| (ii) | Shared power to vote or to direct the vote: |
See responses to Item 6 on each cover page and Item 4(a) above.
| (iii) | Sole power to dispose or to direct the disposition of: |
See responses to Item 7 on each cover page and Item 4(a) above.
| (iv) | Shared power to dispose or to direct the disposition of: |
See responses to Item 8 on each cover page and Item 4(a) above.
| Item 5. | Ownership of Five Percent or Less of a Class |
On May 7, 2021, the Reporting Persons ceased to beneficially own 5% or more of the issuers Class A.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certification |
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2022
| SLP CONSTELLATION AGGREGATOR II, L.P. | ||
| By: | SLP V Aggregator GP, L.L.C. | |
| Its: | General Partner | |
| By: | Silver Lake Technology Associates V, L.P. | |
| Its: | Managing Member | |
| By: | SLTA V (GP), L.L.C. | |
| Its: | General Partner | |
| By: | Silver Lake Group, L.L.C. | |
| Its: | Managing Member | |
| By: | /s/ Andrew J. Schader | |
| Name: | Andrew J. Schader | |
| Title: | Managing Director and General Counsel | |
| SLP V Aggregator GP, L.L.C. | ||
| By: | Silver Lake Technology Associates V, L.P. | |
| Its: | Managing Member | |
| By: | SLTA V (GP), L.L.C. | |
| Its: | General Partner | |
| By: | Silver Lake Group, L.L.C. | |
| Its: | Managing Member | |
| By: | /s/ Andrew J. Schader | |
| Name: | Andrew J. Schader | |
| Title: | Managing Director and General Counsel | |
| Silver Lake Partners V, L.P. | ||
| By: | Silver Lake Technology Associates V, L.P. | |
| Its: | Managing Member | |
| By: | SLTA V (GP), L.L.C. | |
| Its: | General Partner | |
| By: | Silver Lake Group, L.L.C. | |
| Its: | Managing Member | |
| By: | /s/ Andrew J. Schader | |
| Name: | Andrew J. Schader | |
| Title: | Managing Director and General Counsel | |
| Silver Lake Technology Investors V, L.P. | ||
| By: | Silver Lake Technology Associates V, L.P. | |
| Its: | Managing Member | |
| By: | SLTA V (GP), L.L.C. | |
| Its: | General Partner | |
| By: | Silver Lake Group, L.L.C. | |
| Its: | Managing Member | |
| By: | /s/ Andrew J. Schader | |
| Name: | Andrew J. Schader | |
| Title: | Managing Director and General Counsel | |
| Silver Lake Technology Associates V, L.P. | ||
| By: | SLTA V (GP), L.L.C. | |
| Its: | General Partner | |
| By: | Silver Lake Group, L.L.C. | |
| Its: | Managing Member | |
| By: | /s/ Andrew J. Schader | |
| Name: | Andrew J. Schader | |
| Title: | Managing Director and General Counsel | |
| SLTA V (GP), L.L.C. | ||
| By: | Silver Lake Group, L.L.C. | |
| Its: | Managing Member | |
| By: | /s/ Andrew J. Schader | |
| Name: | Andrew J. Schader | |
| Title: | Managing Director and General Counsel | |
| Silver Lake Group, L.L.C. | ||
| By: | /s/ Andrew J. Schader | |
| Name: | Andrew J. Schader | |
| Title: | Managing Director and General Counsel | |