Sec Form 4 Filing - KHOSLA VINOD @ Nextdoor Holdings, Inc. - 2021-11-05

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
KHOSLA VINOD
2. Issuer Name and Ticker or Trading Symbol
Nextdoor Holdings, Inc. [ KIND]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O KHOSLA VENTURES ACQUISITION CO II, 2128 SAND HILL ROAD
3. Date of Earliest Transaction (MM/DD/YY)
11/05/2021
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 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)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 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 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 8,121 I See Footnote ( 4 )
Class B Common Stock ( 3 ) 11/05/2021 C 459 ( 3 ) ( 3 ) Class A Common Stock 459 $ 0 459 I See Footnote ( 5 )
Common Stock ( 3 ) 11/05/2021 C 2,615 ( 3 ) ( 3 ) Class B Common Stock 2,615 $ 0 0 I See Footnote ( 4 )
Common Stock ( 3 ) 11/05/2021 C 148 ( 3 ) ( 3 ) Class B Common Stock 148 $ 0 0 I See Footnote ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KHOSLA VINOD
C/O KHOSLA VENTURES ACQUISITION CO II
2128 SAND HILL ROAD
MENLO PARK, CA94025
X
Khosla Ventures SPAC Sponsor II LLC
C/O KHOSLA VENTURES ACQUISITION CO II
2128 SAND HILL ROAD
MENLO PARK, CA94025
X
Khosla Ventures SPAC Sponsor Services LLC
C/O KHOSLA VENTURES ACQUISITION CO II
2128 SAND HILL ROAD
MENLO PARK, CA94025
X
VK Services, LLC
C/O KHOSLA VENTURES ACQUISITION CO II
2128 SAND HILL ROAD
MENLO PARK, CA94025
X
KHOSLA VENTURES SEED B, L.P.
2128 SAND HILL ROAD
MENLO PARK, CA94025
X
KHOSLA VENTURES SEED B (CF), L.P.
2128 SAND HILL ROAD
MENLO PARK, CA94025
X
Khosla Ventures Seed Associates B, LLC
2128 SAND HILL ROAD
MENLO PARK, CA94025
X
Khosla Ventures Opportunity I, L.P.
2128 SAND HILL ROAD
MENLO PARK, CA94025
X
Khosla Ventures Opportunity Associates I, LLC
2128 SAND HILL ROAD
MENLO PARK, CA94025
X
Signatures
Khosla Ventures SPAC Sponsor II LLC By: /s/ Samir Kaul, authorized representative 11/09/2021
Signature of Reporting Person Date
Khosla Ventures SPAC Sponsor Services LLC By: /s/ Samir Kaul, authorized representative 11/09/2021
Signature of Reporting Person Date
VK Services, LLC By: /s/ John Demeter, Attorney-in-fact on behalf of Vinod Khosla 11/09/2021
Signature of Reporting Person Date
Khosla Ventures Seed B, L.P. By: /s/ John Demeter, Attorney-in-fact on behalf of Vinod Khosla 11/09/2021
Signature of Reporting Person Date
Khosla Ventures Seed B (CF), L.P. By: /s/ John Demeter, Attorney-in-fact on behalf of Vinod Khosla 11/09/2021
Signature of Reporting Person Date
Khosla Ventures Seed Associates B, LLC By: /s/ John Demeter, Attorney-in-fact on behalf of Vinod Khosla 11/09/2021
Signature of Reporting Person Date
Khosla Ventures Opportunity I, L.P. By: /s/ John Demeter, Attorney-in-fact on behalf of Vinod Khosla 11/09/2021
Signature of Reporting Person Date
Khosla Ventures Opportunity Associates I, LLC By: /s/ John Demeter, Attorney-in-fact on behalf of Vinod Khosla 11/09/2021
Signature of Reporting Person Date
By: /s/ Samir Kaul, Attorney-in-fact for Vinod Khosla 11/09/2021
Signature of Reporting Person Date
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.

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