Khosla Vinod Form 3 Khosla Ventures Acquisition Co. II / VINOD KHOSLA ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

KHOSLA VINOD

(Last) (First) (Middle)

C/O KHOSLA VENTURES ACQUISITION CO. II

2128 SAND HILL RD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/23/2021

3. Issuer Name and Ticker or Trading Symbol
Khosla Ventures Acquisition Co. II [ KVSB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	(1)	Class A Common Stock	4,880,000	(1)	I	See Footnote(2)
Class K Common Stock	(3)	(3)	Class A Common Stock	5,000,000	(3)	I	See Footnote(2)

1. Name and Address of Reporting Person^*

KHOSLA VINOD

(Last) (First) (Middle)

C/O KHOSLA VENTURES ACQUISITION CO. II

2128 SAND HILL RD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Khosla Ventures SPAC Sponsor II LLC

(Last) (First) (Middle)

C/O KHOSLA VENTURES ACQUISITION CO. II

2128 SAND HILL RD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Khosla Ventures SPAC Sponsor Services LLC

(Last) (First) (Middle)

C/O KHOSLA VENTURES ACQUISITION CO. II

2128 SAND HILL RD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VK Services, LLC

(Last) (First) (Middle)

C/O KHOSLA VENTURES ACQUISITION CO. II

2128 SAND HILL RD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. The Class B Common Stock will automatically convert into shares of Class A Common Stock at the completion of the Issuer's initial business combination, subject to adjustment as set forth in the Amended and Restated Certificate of Incorporation of the Issuer.

2. Khosla Ventures SPAC Sponsor II LLC ("Sponsor") is the record holder of the shares reported herein. Khosla Ventures SPAC Sponsor Services LLC is the owner of Sponsor. VK Services LLC and SK SPAC Services, LLC are the joint owners of Khosla Ventures SPAC Sponsor Services LLC. Vinod Khosla and Samir Kaul are the managing members of VK Services LLC and SK SPAC Services, LLC, respectively. As such, each of VK Services LLC, SK SPAC Services, LLC and Messrs. Khosla and Kaul may be deemed to share beneficial ownership of the shares held directly by Sponsor. Each of VK Services LLC, SK SPAC Services, LLC and Messrs. Khosla and Kaul disclaim any beneficial ownership of such shares other than to the extent of their pecuniary interest therein.

3. The Class K Common Stock will automatically convert into shares of Class A Common Stock at the completion of the Issuer's initial business combination only to the extent certain triggering events and other conditions occur, subject to adjustment, as set forth in the Amended and Restated Certificate of Incorporation of the Issuer.

Remarks:

	/s/ Samir Kaul, Attorney-in-Fact for Vinod Khosla	03/23/2021
	/s/ Samir Kaul, on behalf each of Khosla Ventures SPAC Sponsor II LLC and Khosla Ventures SPAC Sponsor Services LLC	03/23/2021
	/s/ John Demeter, on behalf of VK Services LLC	03/23/2021
	** 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 5 (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).
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