Sec Form 4 Filing - Shasta Ventures II GP, LLC @ Nextdoor Holdings, Inc. - 2024-06-05

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Shasta Ventures II GP, LLC
2. Issuer Name and Ticker or Trading Symbol
Nextdoor Holdings, Inc. [ KIND]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
3130 ALPINE ROAD, SUITE 288-446
3. Date of Earliest Transaction (MM/DD/YY)
06/05/2024
(Street)
PORTOLA VALLEY, CA94028
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 06/05/2024 C 5,000,000 A $ 0 ( 1 ) 5,000,000 I By Shasta Ventures II, L.P. ( 2 )
Class A Common Stock 06/05/2024 J( 3 ) 5,000,000 D $ 0 0 I By Shasta Ventures II, L.P. ( 2 )
Class A Common Stock 06/05/2024 J( 4 ) 1,040,000 A $ 0 1,060,000 I By Shasta Ventures II GP, LLC ( 5 )
Class A Common Stock 06/05/2024 J( 6 ) 1,015,000 D $ 0 45,000 I By Shasta Ventures II GP, LLC ( 5 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock ( 1 ) 06/05/2024 C 5,000,000 ( 7 ) ( 7 ) Class A Common Stock 5,000,000 ( 7 ) 18,360,232 I By Shasta Ventures II, L.P. ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Shasta Ventures II GP, LLC
3130 ALPINE ROAD, SUITE 288-446
PORTOLA VALLEY, CA94028
X
Shasta Ventures II LP
3130 ALPINE ROAD, SUITE 288-446
PORTOLA VALLEY, CA94028
X
Signatures
Shasta Ventures II GP, LLC, By /s/ Jason Pressman, Managing Member 06/07/2024
Signature of Reporting Person Date
Shasta Ventures II, L.P., By: Shasta Ventures II GP, LLC, its general partner, By /s/ Jason Pressman, Managing Member 06/07/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Class B Common Stock was converted into one share of Class A Common Stock for no additional consideration at the option of the Reporting Person.
( 2 )The shares are held directly by Shasta Ventures II, L.P. ("Shasta Ventures II"). Shasta Ventures II GP, LLC ("SVII GP") is the general partner of Shasta Ventures II and may be deemed to beneficially own the shares held by Shasta Ventures II. SVII GP disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein.
( 3 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Shasta Ventures II to its general partner and limited partners without additional consideration.
( 4 )Represents receipt of shares in the distribution in kind described in footnote (3).
( 5 )The shares are held directly by SVII GP. SVII GP disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein.
( 6 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by SVII GP to its members without additional consideration.
( 7 )Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the Reporting Person's election; 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 forvalue (subject to certain exceptions).

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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