Sec Form 4/A Filing - KILGORE LESLIE J @ Nextdoor Holdings, Inc. - 2021-11-05

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FORM 4/A
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
KILGORE LESLIE J
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
_____ 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)
11/09/2021
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 ) 613,758 ( 2 ) ( 2 ) Class A Common Stock 613,758 ( 1 ) 613,758 I By The JLK Family Legacy Trust
Class B Common Stock ( 1 ) 11/05/2021 A( 1 ) 106,577 ( 2 )( 3 ) ( 2 ) Class A Common Stock 106,577 ( 1 ) 106,577 I By the JLK Revocable Trust dtd October 13, 2003
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KILGORE LESLIE J
C/O NEXTDOOR HOLDINGS, INC.
420 TAYLOR STREET
SAN FRANCISCO, CA94102
X
Signatures
/s/ Sophia Contreras Schwartz, as Attorney-in-Fact for Reporting Person 04/07/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of Class B Common Stock 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 BusinessCombination, the reporting person's shares of the capital 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 the Issuer's Class A Common Stock at the election of the holder at anytime; provided; however, that each share of Class B Common Stock shall automatically be converted into Class A Common Stock on a one-for-onebasis on the earlier of the: (i) tenth anniversary of completion of the Business Combination or (ii) date specified by the affirmative vote of theholders 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 )Certain of the shares are subject to the Issuer's right of repurchase if underlying vesting conditions are not met.

Remarks:
This Form 4 is being amended to correct the total number of shares of Class B Common Stock owned by The JLK Family Legacy Trust. This amendment supersedes and replaces all prior amendments of this Form 4 previously filed.

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).
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