Nirav N. Tolia - Nov 5, 2021 Form 4 Insider Report for Nextdoor Holdings, Inc. (KIND)

Role
Director, 10%+ Owner
Signature
/s/ Sophia Contreras Schwartz, as Attorney-in-Fact for Reporting Person
Stock symbol
KIND
Transactions as of
Nov 5, 2021
Transactions value $
$0
Form type
4
Date filed
11/9/2021, 07:23 PM
Next filing
Aug 23, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction KIND Class B Common Stock Award +24.2M 24.2M Nov 5, 2021 Class A Common Stock 24.2M Direct F1, F2
transaction KIND Class B Common Stock Award +2.08M 2.08M Nov 5, 2021 Class A Common Stock 2.08M See footnote F1, F2, F3
transaction KIND Class B Common Stock Award +320K 320K Nov 5, 2021 Class A Common Stock 320K See footnote F1, F2, F4
transaction KIND Class B Common Stock Award +1.26M 1.26M Nov 5, 2021 Class A Common Stock 1.26M By Megha Tolia F1, F2
transaction KIND Class B Common Stock Award +155K 155K Nov 5, 2021 Class A Common Stock 155K By Nalin Tolia F1, F2
transaction KIND Stock Option (Right to Buy) Award +4.79M 4.79M Nov 5, 2021 Class B Common Stock 4.79M $0.90 Direct F5, F6
transaction KIND Stock Option (Right to Buy) Award +111K 111K Nov 5, 2021 Class B Common Stock 111K $0.90 Direct F5, F6
transaction KIND Stock Option (Right to Buy) Award +171K 171K Nov 5, 2021 Class B Common Stock 171K $1.49 Direct F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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).
F3 Represents shares held by the Tolia Family Children's Trust dated March 13, 2014, of which the reporting person's father is the Trustee.
F4 Represents shares held by the Tolia Family Trust dated June 30, 2008, of which the reporting person's father is the Trustee.
F5 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.
F6 The shares underlying the option are fully vested as of the grant date.