Leslie J. Kilgore - Nov 5, 2021 Form 4/A - Amendment Insider Report for Nextdoor Holdings, Inc. (KIND)

Role
Director
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/A - Amendment
Date filed
4/7/2022, 05:23 PM
Date Of Original Report
Nov 9, 2021
Previous filing
Nov 2, 2021
Next filing
Dec 2, 2021

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 +614K 614K Nov 5, 2021 Class A Common Stock 614K By The JLK Family Legacy Trust F1, F2
transaction KIND Class B Common Stock Award +107K 107K Nov 5, 2021 Class A Common Stock 107K By the JLK Revocable Trust dtd October 13, 2003 F1, F2, F3
* 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 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 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.
F2 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 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 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.