SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Schwartz Sophia

(Last)

(First)

(Middle)

420 TAYLOR STREET

(Street)

SAN FRANCISCO

94102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/07/2024

3. Issuer Name and Ticker or Trading Symbol
Nextdoor Holdings, Inc. [ KIND ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel and Secretary

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	198,568	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	12/18/2028	Class B Common Stock	173	$1.49	D
Stock Option (Right to Buy)	⁽¹⁾	04/29/2030	Class B Common Stock	36,074	$2.37	D
Stock Option (Right to Buy)	⁽¹⁾	03/24/2031	Class B Common Stock	77,153	$2.41	D
Stock Option (Right to Buy)	⁽²⁾	10/05/2032	Class A Common Stock	74,000	$2.79	D
Restricted Stock Units (RSU)	⁽³⁾	⁽⁴⁾	Class A Common Stock	27,618	⁽⁵⁾	D
Restricted Stock Units (RSU)	⁽⁶⁾	⁽⁴⁾	Class A Common Stock	157,654	⁽⁵⁾	D
Restricted Stock Units (RSU)	⁽⁷⁾	⁽⁴⁾	Class A Common Stock	238,095	⁽⁵⁾	D

Explanation of Responses:

1. The stock option award is fully vested and exercisable.

2. The option vests over twelve months, with 1/12 of the shares vesting on October 1, 2024 and the remaining shares vesting as to 1/12 of the award monthly thereafter, subject to the reporting person's continued service to the Issuer on each vesting date.

3. The RSU award vests in equal quarterly installments over one year on February 15, May 15, August 15 and November 15, with the first such vesting event on May 15, 2024, subject to the reporting person's continued service to the Issuer on each vesting date.

4. RSUs do not expire; these securities either vest and settle or are canceled prior to the vesting date.

5. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement for no consideration.

6. The RSU award vests in equal quarterly installments over two years on January 15, April 15, July 15 and October 15 of each calendar year, with the first such vesting event on July 15, 2024, subject to the reporting person's continued service to the Issuer on each vesting date.

7. The RSU award vests in three equal installments on July 15, 2024, October 15, 2024 and January 15, 2025, subject to the reporting person's continued service to the Issuer on each vesting date.

Remarks:

	/s/ Noah Johnson, as Attorney-in-Fact for Reporting Person	05/17/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.