Sec Form 3 Filing - SPURLOCK STEVEN M @ Nextdoor Holdings, Inc. - 2021-11-05

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
SPURLOCK STEVEN M
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 BENCHMARK, 2965 WOODSIDE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
11/05/2021
(Street)
WOODSIDE, CA94062
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
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 ) ( 1 ) ( 1 ) Class A Common Stock 50,364,713 I See footnote ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SPURLOCK STEVEN M
C/O BENCHMARK
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X
BALKANSKI ALEXANDRE
C/O BENCHMARK
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X
Cohler Matt
C/O BENCHMARK
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X
DUNLEVIE BRUCE
C/O BENCHMARK
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X
FENTON PETER H
C/O BENCHMARK
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X
HARVEY KEVIN
C/O BENCHMARK
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X
KAGLE ROBERT
C/O BENCHMARK
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X
LASKY MITCHELL
C/O BENCHMARK
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X
Signatures
/s/ An-Yen Hu, by power of attorney for Steven M. Spurlock 11/09/2021
Signature of Reporting Person Date
/s/ An-Yen Hu, by power of attorney for Alexandre Balkanski 11/09/2021
Signature of Reporting Person Date
/s/ An-Yen Hu, by power of attorney for Matthew R. Cohler 11/09/2021
Signature of Reporting Person Date
/s/ An-Yen Hu, by power of attorney for Bruce W. Dunlevie 11/09/2021
Signature of Reporting Person Date
/s/ An-Yen Hu, by power of attorney for Peter H. Fenton 11/09/2021
Signature of Reporting Person Date
/s/ An-Yen Hu, by power of attorney for Kevin R. Harvey 11/09/2021
Signature of Reporting Person Date
/s/ An-Yen Hu, by power of attorney for Robert C. Kagle 11/09/2021
Signature of Reporting Person Date
/s/ An-Yen Hu, by power of attorney for Mitchell H. Lasky 11/09/2021
Signature of Reporting Person Date
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") and 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.

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.

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).

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