InsiderTrades

Form 4/A for NXDR Nextdoor Holdings, Inc.

Accepted 2022-01-07 00:00:00 ET · period of report 2021-11-05 · accession 0001209191-22-002425 · 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
DA 2022-01-07 2021-11-05 NXDR Friar Sarah CEO, Pres, Dir, 10% A - Grant $10.00 +500.0K 500.0K New +$5.00M
DMA 2022-01-07 2021-11-05 NXDR Friar Sarah CEO, Pres, Dir, 10% A - Grant — +16.14M 435.4K New —
DAI 2022-01-07 2021-11-05 NXDR Friar Sarah CEO, Pres, Dir, 10% A - Grant — +2.65M 2.65M New —

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#TableSecurityDateCodeA/DSharesPriceOwned afterOwnExercise / expiryUnderlyingFootnotes
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 2,612,454 — 2,612,454 D $2.41 · — to 2031-03-23 2,612,454 Class B Common Stock (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.
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 (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. (F7) The award vested in full upon the closing of the Business Combination.
4 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 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).
5 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 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).
6 Derivative Stock Option (Right to Buy) 2021-11-05 A A 435,407 — 435,407 D $2.41 · — to 2031-03-23 435,407 Class B Common Stock (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. (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.