Sec Form 4 Filing - Friar Sarah @ Nextdoor Holdings, Inc. - 2021-11-05

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
Friar Sarah
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 _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO and President
(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
Class A Common Stock 11/05/2021 A 500,000 ( 1 ) A $ 10 500,000 D
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 ( 2 ) 11/05/2021 A 10,785,562 ( 3 ) ( 3 ) Class A Common Stock 10,785,562 ( 2 ) 10,785,562 D
Class B Common Stock ( 2 ) 11/05/2021 A 2,645,139 ( 3 ) ( 3 ) Class A Common Stock 2,645,139 ( 2 ) 2,645,139 I Sarah Friar 2019 NXTDR Grantor Retained Annuity Trust dated November 20, 2019
Class B Common Stock ( 4 ) 11/05/2021 M 11,556,136 11/05/2021 ( 3 ) Class A Common Stock 11,556,136 $ 0 22,341,698 D
Restricted Stock Award ( 5 ) 11/05/2021 A( 6 ) 15,408,183 ( 7 ) ( 8 ) Class B Common Stock 15,408,183 ( 6 ) 15,408,183 D
Restricted Stock Award ( 5 ) 11/05/2021 M 11,556,136 11/05/2021 ( 8 ) Class B Common Stock 11,556,136 ( 6 ) 3,852,047 D
Stock Option (Right to Buy) $ 2.41 11/05/2021 A( 9 ) 83,257 ( 10 ) 03/23/2031 Class B Common Stock 83,257 ( 9 ) 83,257 D
Stock Option (Right to Buy) $ 2.41 11/05/2021 A( 9 ) 2,529,197 ( 10 ) 03/23/2031 Class B Common Stock 2,529,197 ( 9 ) 2,529,197 D
Stock Option (Right to Buy) $ 2.41 11/05/2021 A( 9 ) 41,628 ( 11 ) 03/23/2031 Class B Common Stock 41,628 ( 9 ) 41,628 D
Stock Option (Right to Buy) $ 2.41 11/05/2021 A( 9 ) 393,779 ( 11 ) 03/23/2031 Class B Common Stock 393,779 ( 9 ) 393,779 D
Stock Option (Right to Buy) $ 2.41 11/05/2021 A( 9 ) 2,308,097 ( 12 ) 03/23/2031 Class B Common Stock 2,308,097 ( 9 ) 2,308,097 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Friar Sarah
C/O NEXTDOOR HOLDINGS, INC.
420 TAYLOR STREET
SAN FRANCISCO, CA94102
X CEO and President
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 A Common Stock acquired by the reporting person pursuant to a subscription agreement by and between the reporting person and the Issuer concurrent with the completion of the Business Combination (as defined below).
( 2 )Represents shares of Class B Common Stock of the Issuer 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 Common 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 )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).
( 4 )No additional consideration was required in connection with the vesting of the restricted stock awards reported hereby.
( 5 )Each restricted stock award represents the economic equivalent of one share of the Issuer's Class B Common Stock.
( 6 )Represents a restricted stock award for shares of the Class B Common Stock of the Issuer received pursuant to the Business Combination. In connection with the consummation of the Business Combination, the reporting person's restricted stock award previously granted by Original Nextdoor for shares of its Common Stock was exchanged for a substitute restricted stock award, of an equivalent economic value, for shares of the Issuer's Class B Common Stock. The reporting person is the beneficial owner of the shares underlying the restricted stock award as of the grant date, but the shares are subject to forfeiture by the reporting person to the extent she ceases to be a service provider to the Issuer prior to the applicable vesting date.
( 7 )11,556,136 shares of the award vest on the grant date. The remainder vests in ratable monthly increments on the 25th of each month through October 25, 2022, subject to the reporting person's continued service to the Issuer on each vesting date.
( 8 )The restricted stock awards do not expire; they either vest or are forfeited prior to the vesting date.
( 9 )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.
( 10 )Vests monthly in ratable increments of 1/12th beginning January 1, 2023, subject to the reporting person's continued service to the Issuer on each vesting date.
( 11 )One half vests on November 1, 2022 and the remainder vests on December 1, 2022, subject to the reporting person's continued service to the Issuer on each vesting date.
( 12 )The award vested in full upon the closing of the Business Combination.

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.