Nextdoor (KIND) Form 3 Nextdoor / Capital Management Co. VI, L.L.C. Benchmark 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^*

Benchmark Capital Management Co. VI, L.L.C.

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/05/2021

3. Issuer Name and Ticker or Trading Symbol
Nextdoor Holdings, Inc. [ KIND ]

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	50,364,713	(2)	I	See footnote(3)(4)
Class B Common Stock	(1)	(1)	Class A Common Stock	2,285,217	(2)	I	See footnote(4)(5)

1. Name and Address of Reporting Person^*

Benchmark Capital Management Co. VI, L.L.C.

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BENCHMARK CAPITAL PARTNERS VI LP

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BENCHMARK FOUNDERS FUND VI LP

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Benchmark Founders Fund VI-B, L.P.

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Benchmark Capital Management Co. VIII, L.L.C.

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Benchmark Capital Partners VIII, L.P.

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Benchmark Founders' Fund VIII, L.P.

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Benchmark Founders' Fund VIII-B, L.P.

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

Explanation of Responses:

1. Each share of Class B Common Stock is convertible into one share of Class A Common Stock of the Issuer at the election of the holder any time; provided; however, that each share of Class B Common Stock shall automatically be converted into Class A Common Stock on a one for one basis on the earlier of the: (i) tenth anniversary of completion of the Business Combination or (ii) date specified by the affirmative vote of the holders of two thirds of the Class B Common Stock then outstanding. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value (subject to certain exceptions).

2. Represents shares of Class B Common Stock of the Company received pursuant to a business combination (the "Business Combination") which was effectuated in accordance with the terms of an Agreement and Plan of Merger dated as of July 6, 2021, entered into by and among: (i) Khosla Ventures Acquisition Co. II (the "Issuer"), a Delaware corporation; (ii) Lorelei Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Issuer; and (iii) Nextdoor, Inc. ("Original Nextdoor"), a Delaware corporation. As a result of the Business Combination, Original Nextdoor became a wholly owned subsidiary of the Issuer and the Issuer was renamed "Nextdoor Holdings, Inc." Upon completion of the Business Combination, the reporting person's shares of the stock of Original Nextdoor were exchanged for shares of Class B Common Stock of the Issuer based on an exchange ratio of approximately 3.1057 to 1.

3. Shares are held directly by Benchmark Capital Partners VI, L.P. ("BCP VI") for itself and as nominee for Benchmark Founders' Fund VI, L.P. ("BFF VI"), Benchmark Founders' Fund VI-B, L.P. ("BFF VI-B") and related persons. Benchmark Capital Management Co. VI, L.L.C. ("BCMC VI"), the general partner of each of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole voting and dispositive power over the securities. J. William Gurley, a member of the Issuer's board of directors, Alexandre Balkanski, Matthew R. Cohler, Bruce W. Dunlevie, Peter H. Fenton, Kevin R. Harvey, Robert C. Kagle, Mitchell H. Lasky, and Steven M. Spurlock are the managing members of BCMC VI, and each of them may be deemed to share voting and dispositive power over the shares beneficially held by such entities.

4. Each such person and entity disclaims the existence of a "group," as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended, and disclaims beneficial ownership of any securities, except to the extent of such person's or entity's pecuniary interest in such securities.

5. Shares are held directly by Benchmark Capital Partners VIII, L.P. ("BCP VIII") for itself and as nominee for Benchmark Founders' Fund VIII, L.P. ("BFF VIII") and Benchmark Founders' Fund VIII-B, L.P. ("BFF VIII-B"). Benchmark Capital Management Co. VIII, L.L.C. ("BCMC VIII"), the general partner of BCP VIII, BFF VIII and BFF VIII-B, may be deemed to have sole voting and dispositive power over the securities. J. William Gurley, a member of the Issuer's board of directors, Matthew R. Cohler, Peter H. Fenton, An-Yen Hu, Mitchell H. Lasky, Chetan Puttagunta, Steven M. Spurlock, Sarah E. Tavel, and Eric Vishria are the managing members of BCMC VIII, and each of them may be deemed to share voting and dispositive power over the shares beneficially held by such entities.

Remarks:

This report is one of four reports, each on a separate Form 3 or Form 4, as applicable, but relating to the same holdings, which is being filed by entities affiliated with Benchmark and their applicable members.

	/s/ An-Yen Hu, by power of attorney for Benchmark Capital Management Co. VI, L.L.C.	11/09/2021
	/s/ An-Yen Hu, by power of attorney for Benchmark Capital Management Co. VI, L.L.C., the General Partner of Benchmark Capital Partners VI, L.P.	11/09/2021
	/s/ An-Yen Hu, by power of attorney for Benchmark Capital Management Co. VI, L.L.C., the General Partner of Benchmark Founders' Fund VI, L.P.	11/09/2021
	/s/ An-Yen Hu, by power of attorney for Benchmark Capital Management Co. VI, L.L.C., the General Partner of Benchmark Founders' Fund VI-B, L.P.	11/09/2021
	s/ An-Yen Hu, as Managing Member of Benchmark Capital Management Co. VIII, L.L.C.	11/09/2021
	/s/ An-Yen Hu, as Managing Member of Benchmark Capital Management Co. VIII, L.L.C., the General Partner of Benchmark Capital Partners VIII, L.P.	11/09/2021
	/s/ An-Yen Hu, as Managing Member of Benchmark Capital Management Co. VIII, L.L.C., the General Partner of Benchmark Founders' Fund VIII, L.P.	11/09/2021
	/s/ An-Yen Hu, as Managing Member of Benchmark Capital Management Co. VIII, L.L.C., the General Partner of Benchmark Founders' Fund VIII-B, L.P.	11/09/2021
	** Signature of Reporting Person	Date
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