0001209191-21-063782.txt : 20211109
0001209191-21-063782.hdr.sgml : 20211109
20211109204306
ACCESSION NUMBER: 0001209191-21-063782
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211105
FILED AS OF DATE: 20211109
DATE AS OF CHANGE: 20211109
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LASKY MITCHELL
CENTRAL INDEX KEY: 0001091435
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0331
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40246
FILM NUMBER: 211394007
MAIL ADDRESS:
STREET 1: 2480 SAND HILL ROAD
STREET 2: STE 200
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KAGLE ROBERT
CENTRAL INDEX KEY: 0001183234
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40246
FILM NUMBER: 211394008
MAIL ADDRESS:
STREET 1: 2480 SAND HILL ROAD
STREET 2: SUITE 200
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BALKANSKI ALEXANDRE
CENTRAL INDEX KEY: 0001190192
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40246
FILM NUMBER: 211394013
MAIL ADDRESS:
STREET 1: 2480 SAND HILL ROAD
STREET 2: SUITE 200
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SPURLOCK STEVEN M
CENTRAL INDEX KEY: 0001190193
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40246
FILM NUMBER: 211394014
MAIL ADDRESS:
STREET 1: 2480 SAND HILL ROAD
STREET 2: SUITE 200
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DUNLEVIE BRUCE
CENTRAL INDEX KEY: 0001190211
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40246
FILM NUMBER: 211394011
MAIL ADDRESS:
STREET 1: 2480 SAND HILL ROAD
STREET 2: SUITE 200
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HARVEY KEVIN
CENTRAL INDEX KEY: 0001190213
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40246
FILM NUMBER: 211394009
MAIL ADDRESS:
STREET 1: 2480 SAND HILL ROAD
STREET 2: SUITE 200
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FENTON PETER H
CENTRAL INDEX KEY: 0001219230
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40246
FILM NUMBER: 211394010
MAIL ADDRESS:
STREET 1: 2480 SAND HILL ROAD
STREET 2: SUITE 200
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Cohler Matt
CENTRAL INDEX KEY: 0001572685
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40246
FILM NUMBER: 211394012
MAIL ADDRESS:
STREET 1: 2480 SAND HILL ROAD, SUITE 200
CITY: MENLO PARK
STATE: CA
ZIP: 94025
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Nextdoor Holdings, Inc.
CENTRAL INDEX KEY: 0001846069
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370]
IRS NUMBER: 861776836
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 420 TAYLOR STREET
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94012
BUSINESS PHONE: 415-344-0333
MAIL ADDRESS:
STREET 1: 420 TAYLOR STREET
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94012
FORMER COMPANY:
FORMER CONFORMED NAME: Khosla Ventures Acquisition Co. II
DATE OF NAME CHANGE: 20210212
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2021-11-05
0
0001846069
Nextdoor Holdings, Inc.
KIND
0001190193
SPURLOCK STEVEN M
C/O BENCHMARK
2965 WOODSIDE ROAD
WOODSIDE
CA
94062
0
0
1
0
0001190192
BALKANSKI ALEXANDRE
C/O BENCHMARK
2965 WOODSIDE ROAD
WOODSIDE
CA
94062
0
0
1
0
0001572685
Cohler Matt
C/O BENCHMARK
2965 WOODSIDE ROAD
WOODSIDE
CA
94062
0
0
1
0
0001190211
DUNLEVIE BRUCE
C/O BENCHMARK
2965 WOODSIDE ROAD
WOODSIDE
CA
94062
0
0
1
0
0001219230
FENTON PETER H
C/O BENCHMARK
2965 WOODSIDE ROAD
WOODSIDE
CA
94062
0
0
1
0
0001190213
HARVEY KEVIN
C/O BENCHMARK
2965 WOODSIDE ROAD
WOODSIDE
CA
94062
0
0
1
0
0001183234
KAGLE ROBERT
C/O BENCHMARK
2965 WOODSIDE ROAD
WOODSIDE
CA
94062
0
0
1
0
0001091435
LASKY MITCHELL
C/O BENCHMARK
2965 WOODSIDE ROAD
WOODSIDE
CA
94062
0
0
1
0
Class B Common Stock
Class A Common Stock
50364713
I
See footnote
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).
Represents shares of Class B Common Stock of the Company 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 the 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.
Shares are held directly by Benchmark Capital Partners VI, L.P. ("BCP VI") for itself and as nominee for Benchmark Founders' Fund VI, L.P. ("BFF VI") and Benchmark Founders' Fund VI-B, L.P. ("BFF VI-B") and related persons. Benchmark Capital Management Co. VI, L.L.C. ("BCMC VI"), the general partner of each of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole voting and dispositive power over the securities. J. William Gurley, a member of the Issuer's board of directors, Alexandre Balkanski, Matthew R. Cohler, Bruce W. Dunlevie, Peter H. Fenton, Kevin R. Harvey, Robert C. Kagle, Mitchell H. Lasky, and Steven M. Spurlock are the managing members of BCMC VI, and each of them may be deemed to share voting and dispositive power over the shares beneficially held by such entities.
Each such person and entity disclaims the existence of a "group," as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended, and disclaims beneficial ownership of any securities, except to the extent of such person's or entity's pecuniary interest in such securities.
This report is one of four reports, each on a separate Form 3 or Form 4, as applicable, but relating to the same holdings, which is being filed by entities affiliated with Benchmark and their applicable members.
/s/ An-Yen Hu, by power of attorney for Steven M. Spurlock
2021-11-09
/s/ An-Yen Hu, by power of attorney for Alexandre Balkanski
2021-11-09
/s/ An-Yen Hu, by power of attorney for Matthew R. Cohler
2021-11-09
/s/ An-Yen Hu, by power of attorney for Bruce W. Dunlevie
2021-11-09
/s/ An-Yen Hu, by power of attorney for Peter H. Fenton
2021-11-09
/s/ An-Yen Hu, by power of attorney for Kevin R. Harvey
2021-11-09
/s/ An-Yen Hu, by power of attorney for Robert C. Kagle
2021-11-09
/s/ An-Yen Hu, by power of attorney for Mitchell H. Lasky
2021-11-09