| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Nextdoor Holdings, Inc. [ KIND ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/05/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 11/05/2021 | C | 10,232,269 | A | (1)(2) | 11,364,957 | I | See Footnote(7) | ||
| Class A Common Stock | 11/05/2021 | P | 750,000 | A | $10 | 750,000 | I | See Footnote(6) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | (1) | 11/05/2021 | C | 4,880,000 | (1) | (1) | Class A Common Stock | 7,170,915 | $0.00 | 0 | I | See Footnote(7) | |||
| Class K Common Stock | (2) | 11/05/2021 | C | 5,000,000 | (2) | (2) | Class A Common Stock | 3,061,354 | $0.00 | 0 | I | See Footnote(7) | |||
| Class B Common Stock | (3) | 11/05/2021 | C | 8,121 | (3) | (3) | Class A Common Stock | 8,121 | $0.00 | 8,121 | I | See Footnote(4) | |||
| Class B Common Stock | (3) | 11/05/2021 | C | 459 | (3) | (3) | Class A Common Stock | 459 | $0.00 | 459 | I | See Footnote(5) | |||
| Common Stock | (3) | 11/05/2021 | C | 2,615 | (3) | (3) | Class B Common Stock | 2,615 | $0.00 | 0 | I | See Footnote(4) | |||
| Common Stock | (3) | 11/05/2021 | C | 148 | (3) | (3) | Class B Common Stock | 148 | $0.00 | 0 | I | See Footnote(5) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The Class B Common Stock of Khosla Ventures Acquisition Co. II automatically converted into shares of Class A Common Stock of the Issuer upon completion of the initial business combination on a one for 1.4694498 basis. |
| 2. The Class K Common Stock of Khosla Ventures Acquisition Co. II automatically converted into 3,061,354 shares of Class A Common Stock of the Issuer upon completion of the initial business combination. |
| 3. Consists of shares of Common Stock of Nextdoor, Inc. that automatically converted into shares of Class B Common Stock of the Issuer upon completion of the initial business combination on a one for 3.10568770561646 basis. |
| 4. Khosla Ventures Seed B, L.P. ("KV Seed B") is the record holder of the shares reported herein, of which Khosla Ventures Seed Associates B, LLC ("KVA Seed B") is the general partner. Vinod Khosla is the managing member of VK Services, LLC ("VK Services"), which is the sole manager of KVA Seed B. Each of KVA Seed B, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV Seed B, and each of KVA Seed B, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV Seed B. Each of KVA Seed B, VK Services and Mr. Khosla disclaim any beneficial ownership of such shares other than to the extent of their pecuniary interest therein. |
| 5. Khosla Ventures Seed B (CF), L.P. ("KV Seed B CF") is the record holder of the shares reported herein, of which KVA Seed B is the general partner. Vinod Khosla is the managing member of VK Services, which is the sole manager of KVA Seed B. Each of KVA Seed B, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV Seed B CF, and each of KVA Seed B, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV Seed B CF. Each of KVA Seed B, VK Services and Mr. Khosla disclaim any beneficial ownership of such shares other than to the extent of their pecuniary interest therein. |
| 6. Khosla Ventures Opportunity I, L.P. ("KV Opp") is the record holder of the shares reported herein, of which Khosla Ventures Opportunity Associates I, LLC ("KVA Opp") is the general partner. Vinod Khosla is the managing member of VK Services, which is the sole manager of KVA Opp. Each of KVA Opp, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV Opp, and each of KVA Opp, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV Seed Opp. Each of KVA Opp, VK Services and Mr. Khosla disclaim any beneficial ownership of such shares other than to the extent of their pecuniary interest therein. |
| 7. 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 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 and SK SPAC Services, LLC, respectively. As such, each of VK Services, 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, 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. |
| Remarks: |
| Khosla Ventures SPAC Sponsor II LLC By: /s/ Samir Kaul, authorized representative | 11/09/2021 | |
| Khosla Ventures SPAC Sponsor Services LLC By: /s/ Samir Kaul, authorized representative | 11/09/2021 | |
| VK Services, LLC By: /s/ John Demeter, Attorney-in-fact on behalf of Vinod Khosla | 11/09/2021 | |
| Khosla Ventures Seed B, L.P. By: /s/ John Demeter, Attorney-in-fact on behalf of Vinod Khosla | 11/09/2021 | |
| Khosla Ventures Seed B (CF), L.P. By: /s/ John Demeter, Attorney-in-fact on behalf of Vinod Khosla | 11/09/2021 | |
| Khosla Ventures Seed Associates B, LLC By: /s/ John Demeter, Attorney-in-fact on behalf of Vinod Khosla | 11/09/2021 | |
| Khosla Ventures Opportunity I, L.P. By: /s/ John Demeter, Attorney-in-fact on behalf of Vinod Khosla | 11/09/2021 | |
| Khosla Ventures Opportunity Associates I, LLC By: /s/ John Demeter, Attorney-in-fact on behalf of Vinod Khosla | 11/09/2021 | |
| By: /s/ Samir Kaul, Attorney-in-fact for Vinod Khosla | 11/09/2021 | |
| ** 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 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. | ||
