0001209191-21-063776.txt : 20211109 0001209191-21-063776.hdr.sgml : 20211109 20211109203315 ACCESSION NUMBER: 0001209191-21-063776 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: BENCHMARK CAPITAL PARTNERS VI LP CENTRAL INDEX KEY: 0001426303 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40246 FILM NUMBER: 211393981 BUSINESS ADDRESS: STREET 1: 280 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-8180 MAIL ADDRESS: STREET 1: 280 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BENCHMARK FOUNDERS FUND VI LP CENTRAL INDEX KEY: 0001432812 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40246 FILM NUMBER: 211393980 BUSINESS ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-8180 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: Benchmark Capital Management Co. VI, L.L.C. CENTRAL INDEX KEY: 0001572569 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40246 FILM NUMBER: 211393982 BUSINESS ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 854-8180 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Benchmark Founders Fund VI-B, L.P. CENTRAL INDEX KEY: 0001572570 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40246 FILM NUMBER: 211393979 BUSINESS ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 854-8180 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Benchmark Capital Management Co. VIII, L.L.C. CENTRAL INDEX KEY: 0001593049 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40246 FILM NUMBER: 211393978 BUSINESS ADDRESS: STREET 1: 2965 WOODSIDE ROAD CITY: WOODSIDE STATE: CA ZIP: 94062 BUSINESS PHONE: 650-854-8180 MAIL ADDRESS: STREET 1: 2965 WOODSIDE ROAD CITY: WOODSIDE STATE: CA ZIP: 94062 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Benchmark Capital Partners VIII, L.P. CENTRAL INDEX KEY: 0001593052 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40246 FILM NUMBER: 211393977 BUSINESS ADDRESS: STREET 1: 2965 WOODSIDE ROAD CITY: WOODSIDE STATE: CA ZIP: 94062 BUSINESS PHONE: 650-854-8180 MAIL ADDRESS: STREET 1: 2965 WOODSIDE ROAD CITY: WOODSIDE STATE: CA ZIP: 94062 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Benchmark Founders' Fund VIII-B, L.P. CENTRAL INDEX KEY: 0001597399 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40246 FILM NUMBER: 211393975 BUSINESS ADDRESS: STREET 1: 2965 WOODSIDE ROAD CITY: WOODSIDE STATE: CA ZIP: 94062 BUSINESS PHONE: 650-854-8180 MAIL ADDRESS: STREET 1: 2965 WOODSIDE ROAD CITY: WOODSIDE STATE: CA ZIP: 94062 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Benchmark Founders' Fund VIII, L.P. CENTRAL INDEX KEY: 0001597415 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40246 FILM NUMBER: 211393976 BUSINESS ADDRESS: STREET 1: 2965 WOODSIDE ROAD CITY: WOODSIDE STATE: CA ZIP: 94062 BUSINESS PHONE: 650-854-8180 MAIL ADDRESS: STREET 1: 2965 WOODSIDE ROAD CITY: WOODSIDE STATE: CA ZIP: 94062 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 0001572569 Benchmark Capital Management Co. VI, L.L.C. 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001426303 BENCHMARK CAPITAL PARTNERS VI LP 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001432812 BENCHMARK FOUNDERS FUND VI LP 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001572570 Benchmark Founders Fund VI-B, L.P. 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001593049 Benchmark Capital Management Co. VIII, L.L.C. 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001593052 Benchmark Capital Partners VIII, L.P. 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001597415 Benchmark Founders' Fund VIII, L.P. 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001597399 Benchmark Founders' Fund VIII-B, L.P. 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 Class B Common Stock Class A Common Stock 50364713 I See footnote Class B Common Stock Class A Common Stock 2285217 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"), 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. Shares are held directly by Benchmark Capital Partners VIII, L.P. ("BCP VIII") for itself and as nominee for Benchmark Founders' Fund VIII, L.P. ("BFF VIII") and Benchmark Founders' Fund VIII-B, L.P. ("BFF VIII-B"). Benchmark Capital Management Co. VIII, L.L.C. ("BCMC VIII"), the general partner of BCP VIII, BFF VIII and BFF VIII-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, Matthew R. Cohler, Peter H. Fenton, An-Yen Hu, Mitchell H. Lasky, Chetan Puttagunta, Steven M. Spurlock, Sarah E. Tavel, and Eric Vishria are the managing members of BCMC VIII, and each of them may be deemed to share voting and dispositive power over the shares beneficially held by such entities. 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 Benchmark Capital Management Co. VI, L.L.C. 2021-11-09 /s/ An-Yen Hu, by power of attorney for Benchmark Capital Management Co. VI, L.L.C., the General Partner of Benchmark Capital Partners VI, L.P. 2021-11-09 /s/ An-Yen Hu, by power of attorney for Benchmark Capital Management Co. VI, L.L.C., the General Partner of Benchmark Founders' Fund VI, L.P. 2021-11-09 /s/ An-Yen Hu, by power of attorney for Benchmark Capital Management Co. VI, L.L.C., the General Partner of Benchmark Founders' Fund VI-B, L.P. 2021-11-09 s/ An-Yen Hu, as Managing Member of Benchmark Capital Management Co. VIII, L.L.C. 2021-11-09 /s/ An-Yen Hu, as Managing Member of Benchmark Capital Management Co. VIII, L.L.C., the General Partner of Benchmark Capital Partners VIII, L.P. 2021-11-09 /s/ An-Yen Hu, as Managing Member of Benchmark Capital Management Co. VIII, L.L.C., the General Partner of Benchmark Founders' Fund VIII, L.P. 2021-11-09 /s/ An-Yen Hu, as Managing Member of Benchmark Capital Management Co. VIII, L.L.C., the General Partner of Benchmark Founders' Fund VIII-B, L.P. 2021-11-09