Form 4 for NXDR Nextdoor Holdings, Inc.
Accepted 2021-11-09 00:00:00 ET · period of report 2021-11-05 · accession 0001209191-21-063772 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2021-11-09 | 2021-11-05 | NXDR | Friar Sarah | CEO, Pres, Dir | A - Grant | $10.00 | +500.0K | 500.0K | New | +$5.00M |
| DM | 2021-11-09 | 2021-11-05 | NXDR | Friar Sarah | CEO, Pres, Dir | A - Grant | — | +31.55M | 10.79M | New | — |
| DM | 2021-11-09 | 2021-11-05 | NXDR | Friar Sarah | CEO, Pres, Dir | M - OptEx | $0.00 | 0 | 22.34M | New | $0 |
| DI | 2021-11-09 | 2021-11-05 | NXDR | Friar Sarah | CEO, Pres, Dir | A - Grant | — | +2.65M | 2.65M | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2021-11-05 | A | A | 500,000 | $10.00 | 500,000 | D | — | — | (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). |
| 2 | Derivative | Stock Option (Right to Buy) | 2021-11-05 | A | A | 2,529,197 | — | 2,529,197 | D | $2.41 · — to 2031-03-23 | 2,529,197 Class B Common Stock | (F9) 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. (F10) Vests monthly in ratable increments of 1/12th beginning January 1, 2023, subject to the reporting person's continued service to the Issuer on each vesting date. |
| 3 | Derivative | Stock Option (Right to Buy) | 2021-11-05 | A | A | 2,308,097 | — | 2,308,097 | D | $2.41 · — to 2031-03-23 | 2,308,097 Class B Common Stock | (F9) 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. (F12) The award vested in full upon the closing of the Business Combination. |
| 4 | Derivative | Stock Option (Right to Buy) | 2021-11-05 | A | A | 393,779 | — | 393,779 | D | $2.41 · — to 2031-03-23 | 393,779 Class B Common Stock | (F9) 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. (F11) One half vests on November 1, 2022 and the remainder vests on December 1, 2022, subject to the reporting person's continued service to the Issuer on each vesting date. |
| 5 | Derivative | Stock Option (Right to Buy) | 2021-11-05 | A | A | 41,628 | — | 41,628 | D | $2.41 · — to 2031-03-23 | 41,628 Class B Common Stock | (F9) 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. (F11) One half vests on November 1, 2022 and the remainder vests on December 1, 2022, subject to the reporting person's continued service to the Issuer on each vesting date. |
| 6 | Derivative | Stock Option (Right to Buy) | 2021-11-05 | A | A | 83,257 | — | 83,257 | D | $2.41 · — to 2031-03-23 | 83,257 Class B Common Stock | (F9) 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. (F10) Vests monthly in ratable increments of 1/12th beginning January 1, 2023, subject to the reporting person's continued service to the Issuer on each vesting date. |
| 7 | Derivative | Restricted Stock Award | 2021-11-05 | M | D | 11,556,136 | — | 3,852,047 | D | — · 2021-11-05 to — | 11,556,136 Class B Common Stock | (F6) Represents a restricted stock award for shares of the Class B Common Stock of the Issuer received pursuant to the Business Combination. In connection with the consummation of the Business Combination, the reporting person's restricted stock award previously granted by Original Nextdoor for shares of its Common Stock was exchanged for a substitute restricted stock award, of an equivalent economic value, for shares of the Issuer's Class B Common Stock. The reporting person is the beneficial owner of the shares underlying the restricted stock award as of the grant date, but the shares are subject to forfeiture by the reporting person to the extent she ceases to be a service provider to the Issuer prior to the applicable vesting date. (F5) Each restricted stock award represents the economic equivalent of one share of the Issuer's Class B Common Stock. (F8) The restricted stock awards do not expire; they either vest or are forfeited prior to the vesting date. |
| 8 | Derivative | Restricted Stock Award | 2021-11-05 | A | A | 15,408,183 | — | 15,408,183 | D | — · — to — | 15,408,183 Class B Common Stock | (F6) Represents a restricted stock award for shares of the Class B Common Stock of the Issuer received pursuant to the Business Combination. In connection with the consummation of the Business Combination, the reporting person's restricted stock award previously granted by Original Nextdoor for shares of its Common Stock was exchanged for a substitute restricted stock award, of an equivalent economic value, for shares of the Issuer's Class B Common Stock. The reporting person is the beneficial owner of the shares underlying the restricted stock award as of the grant date, but the shares are subject to forfeiture by the reporting person to the extent she ceases to be a service provider to the Issuer prior to the applicable vesting date. (F5) Each restricted stock award represents the economic equivalent of one share of the Issuer's Class B Common Stock. (F7) 11,556,136 shares of the award vest on the grant date. The remainder vests in ratable monthly increments on the 25th of each month through October 25, 2022, subject to the reporting person's continued service to the Issuer on each vesting date. (F8) The restricted stock awards do not expire; they either vest or are forfeited prior to the vesting date. |
| 9 | Derivative | Class B Common Stock | 2021-11-05 | M | A | 11,556,136 | $0.00 | 22,341,698 | D | — · 2021-11-05 to — | 11,556,136 Class A Common Stock | (F4) No additional consideration was required in connection with the vesting of the restricted stock awards reported hereby. (F3) 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). |
| 10 | Derivative | Class B Common Stock | 2021-11-05 | A | A | 2,645,139 | — | 2,645,139 | I | — · — to — | 2,645,139 Class A Common Stock | (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 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). |
| 11 | Derivative | Class B Common Stock | 2021-11-05 | A | A | 10,785,562 | — | 10,785,562 | D Sarah Friar 2019 NXTDR Grantor Retained Annuity Trust dated November 20, 2019 | — · — to — | 10,785,562 Class A Common Stock | (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 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). |