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

Role
CEO and President, Director, 10%+ Owner
Signature
/s/ Sophia Contreras Schwartz, as Attorney-in-Fact for Sarah Friar
Stock symbol
KIND
Transactions as of
Nov 5, 2021
Transactions value $
$5,000,000
Form type
4/A - Amendment
Date filed
1/7/2022, 03:45 PM
Date Of Original Report
Nov 9, 2021
Previous filing
Oct 1, 2021
Next filing
Dec 10, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction KIND Class A Common Stock Award $5M +500K $10.00* 500K Nov 5, 2021 Direct F1

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 +10.8M 10.8M Nov 5, 2021 Class A Common Stock 10.8M Direct F2, F3
transaction KIND Class B Common Stock Award +2.65M 2.65M Nov 5, 2021 Class A Common Stock 2.65M Sarah Friar 2019 NXTDR Grantor Retained Annuity Trust dated November 20, 2019 F2, F3
transaction KIND Stock Option (Right to Buy) Award +2.61M 2.61M Nov 5, 2021 Class B Common Stock 2.61M $2.41 Direct F4, F5
transaction KIND Stock Option (Right to Buy) Award +435K 435K Nov 5, 2021 Class B Common Stock 435K $2.41 Direct F4, F6
transaction KIND Stock Option (Right to Buy) Award +2.31M 2.31M Nov 5, 2021 Class B Common Stock 2.31M $2.41 Direct F4, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of Class A Common Stock acquired by the reporting person pursuant to a subscription agreement by and between the reporting person and the Issuer concurrent with the completion of the Business Combination (as defined below).
F2 Represents shares of Class B Common Stock of the Issuer 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 common 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.
F3 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).
F4 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.
F5 The award vests monthly on the 1st in ratable increments of 1/12, with the first vesting event occurring on February 1, 2023, subject to the reporting person's continued service to the Issuer on each vesting date.
F6 One-half of the award will vest on December 1, 2022, and the remainder will vest on January 1, 2023, subject to the reporting person's continued service to the Issuer on each vesting date.
F7 The award vested in full upon the closing of the Business Combination.

Remarks:

This Form 4 is being amended to: (i) remove reference to a restricted stock award and vesting thereof on November 5, 2021 and to reduce the reporting person's shareholding of Class B Common Stock accordingly; and (ii) correct the share totals for the reporting person's stock option awards. This Form is also being amended to reflect the reporting person's status as a 10% owner of the Issuer.