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

Role: Head of Legal and Secretary
Signature: /s/ Sophia Contreras Schwartz, as Attorney-in-Fact for John Orta
Stock symbol: KIND
Transactions as of: Nov 5, 2021
Transactions value $: $0
Form type: 4/A - Amendment
Date filed: 1/10/2022, 03:29 PM
Date Of Original Report: Nov 9, 2021
Next filing: Feb 1, 2022

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

Type	Sym	Class	Transaction	Shares	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	KIND	Class B Common Stock	Award	+459K	459K	Nov 5, 2021	Class A Common Stock	459K		Direct	F1, F2
transaction	KIND	Stock Option (Right to Buy)	Award	+276K	276K	Nov 5, 2021	Class B Common Stock	276K	$1.18	Direct	F3, F4
transaction	KIND	Stock Option (Right to Buy)	Award	+84.1K	84.1K	Nov 5, 2021	Class B Common Stock	84.1K	$2.19	Direct	F3, F5
transaction	KIND	Stock Option (Right to Buy)	Award	+244K	244K	Nov 5, 2021	Class B Common Stock	244K	$2.41	Direct	F3, F6
transaction	KIND	Stock Option (Right to Buy)	Award	+27K	27K	Nov 5, 2021	Class B Common Stock	27K	$2.41	Direct	F3, F7
transaction	KIND	Stock Option (Right to Buy)	Award	+81.2K	81.2K	Nov 5, 2021	Class B Common Stock	81.2K	$2.41	Direct	F3, F8

* 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 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 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	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.
F4	114,480 of the options vest on the transaction date. The remainder will vest as to 1/48 of the total award monthly on the sixth (6th) thereafter, subject to the reporting person's continued service to the Issuer on each vesting date.
F5	29,116 of the options vest on the transaction date. The remainder will vest as to 1/48 of the total award monthly on the first (1st) thereafter, subject to the reporting person's continued service to the Issuer on each vesting date.
F6	1/12 of the options will vest on February 1, 2023, and the remainder will vest as to 1/12 of the total award monthly on the first (1st) thereafter, subject to the reporting person's continued service to the Issuer on each vesting date.
F7	1/8 of the options will vest on June 1, 2023, and the remainder will vest as to 1/8 of the total award monthly on the first (1st) thereafter, subject to the reporting person's continued service to the Issuer on each vesting date.
F8	1/12 of the options will vest on February 1, 2022, and the remainder will vest as to 1/12 of the total award monthly on the first (1st) thereafter, subject to the reporting person's continued service to the Issuer on each vesting date.

Remarks:

This Form 4 is being amended to correct the: (i) total stock options vested on the transaction date set forth in Footnotes 4 and 5; and (ii) date of the initial vesting event for the stock options described in Footnotes 6, 7, and 8.