David L. Sze - 05 Nov 2021 Form 4 Insider Report for Nextdoor Holdings, Inc. (KIND)

Role
Director
Signature
/s/ Sophia Contreras Schwartz, as Attorney-in-Fact for Reporting Person
Issuer symbol
KIND
Transactions as of
05 Nov 2021
Net transactions value
$0
Form type
4
Filing time
09 Nov 2021, 19:45:03 UTC
Next filing
07 Jun 2022
SEC
View on sec.gov

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 +14,661 14,661 05 Nov 2021 Class A Common Stock 14,661 See footnote F1, F2, F3, F4, F5
transaction KIND Class B Common Stock Award +8,490 8,490 05 Nov 2021 Class A Common Stock 8,490 See footnote F1, F2, F4, F5, F6
transaction KIND Class B Common Stock Award +18,871,388 18,871,388 05 Nov 2021 Class A Common Stock 18,871,388 See footnote F1, F2, F4, F5, F7
transaction KIND Class B Common Stock Award +603,453 603,453 05 Nov 2021 Class A Common Stock 603,453 See footnote F1, F2, F8
transaction KIND Class B Common Stock Award +1,698,985 1,698,985 05 Nov 2021 Class A Common Stock 1,698,985 See footnote F1, F2, F4, F5, F9
* 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 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 Shares held directly by Greylock Discovery Fund II LLC ("GDFII").
F4 Greylock XIII is the majority member of GDF and may be deemed to beneficially own the shares of stock held directly by GDF. Greylock XIII GP LLC ("Greylock XIII GP") is the general partner of Greylock XIII and Greylock XIII-A, and may be deemed to beneficially own the shares held directly by GDF, Greylock XIII and Greylock XIII-A. Greylock XIV Limited Partnership ("Greylock XIV") is the majority member of GDFII and may be deemed to beneficially own the shares of stock held directly by GDFII. Greylock XIV GP LLC ("Greylock XIV GP") is the general partner of Greylock XIV and may be deemed to beneficially own the shares held directly by GDFII.
F5 The reporting person is one of the managing members of Greylock XIII GP and Greylock XIV GP. As such, he may be deemed to share voting and dispositive power with respect to the shares held by the aforementioned entities. The reporting person disclaims beneficial ownership of the securities held by each of the aforementioned entities except to the extent of his individual pecuniary interest therein.
F6 Shares held directly by Greylock Discovery Fund LLC ("GDF").
F7 Shares held directly by Greylock XIII Limited Partnership ("Greylock XIII").
F8 Shares held directly by Greylock XIII Principals LLC ("Greylock XIII Principals").
F9 Shares held directly by Greylock XIII-A Limited Partnership ("Greylock XIII-A").