Sec Form 4 Filing - Tolia Nirav N @ Nextdoor Holdings, Inc. - 2021-11-05

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Tolia Nirav N 2. Issuer Name and Ticker or Trading Symbol Nextdoor Holdings, Inc. [ KIND] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O NEXTDOOR HOLDINGS, INC., 420 TAYLOR STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/05/2021 (Street) SAN FRANCISCO, CA94102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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

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 A( 1 ) 24,185,310 ( 2 ) ( 2 ) Class A Common Stock 24,185,310 ( 1 ) 24,185,310 D Class B Common Stock ( 1 ) 11/05/2021 A( 1 ) 2,077,897 ( 2 ) ( 2 ) Class A Common Stock 2,077,897 ( 1 ) 2,077,897 I See footnote ( 3 ) Class B Common Stock ( 1 ) 11/05/2021 A( 1 ) 319,938 ( 2 ) ( 2 ) Class A Common Stock 319,938 ( 1 ) 319,938 I See footnote ( 4 ) Class B Common Stock ( 1 ) 11/05/2021 A( 1 ) 1,263,840 ( 2 ) ( 2 ) Class A Common Stock 1,263,840 ( 1 ) 1,263,840 I By Megha Tolia Class B Common Stock ( 1 ) 11/05/2021 A( 1 ) 155,284 ( 2 ) ( 2 ) Class A Common Stock 155,284 ( 1 ) 155,284 I By Nalin Tolia Stock Option (Right to Buy) $ 0.9 11/05/2021 A( 5 ) 4,789,762 ( 6 ) 10/28/2024 Class B Common Stock 4,789,762 ( 5 ) 4,789,762 D Stock Option (Right to Buy) $ 0.9 11/05/2021 A( 5 ) 111,314 ( 6 ) 10/28/2024 Class B Common Stock 111,314 ( 5 ) 111,314 D Stock Option (Right to Buy) $ 1.49 11/05/2021 A( 5 ) 171,048 ( 6 ) 12/18/2028 Class B Common Stock 171,048 ( 5 ) 171,048 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tolia Nirav N C/O NEXTDOOR HOLDINGS, INC. 420 TAYLOR STREET SAN FRANCISCO, CA94102 X X Signatures /s/ Sophia Contreras Schwartz, as Attorney-in-Fact for Reporting Person 11/09/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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). ( 3 )Represents shares held by the Tolia Family Children's Trust dated March 13, 2014, of which the reporting person's father is the Trustee. ( 4 )Represents shares held by the Tolia Family Trust dated June 30, 2008, of which the reporting person's father is the Trustee. ( 5 )In connection with the consummation of the Business Combination, the reporting person's stock options previously awarded by Original Nextdoor for shares of its common stock were exchanged for substitute option awards, of an equivalent economic value, which vest and become exercisable for shares of the Issuer's Class B Common Stock. ( 6 )The shares underlying the option are fully vested as of the grant 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.