Sec Form 3 Filing - Kiernan Michael @ Nextdoor Holdings, Inc. - 2025-03-18

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 3
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Kiernan Michael
2. Issuer Name and Ticker or Trading Symbol
Nextdoor Holdings, Inc. [ KIND]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Revenue Officer
(Last) (First) (Middle)
420 TAYLOR STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/18/2025
(Street)
SAN FRANCISCO, CA, CA94102
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 188,633 D
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
Stock Option (Right to Buy) $ 1.18 ( 1 ) 05/23/2028 Class B Common Stock 99,639 D
Stock Option (Right to Buy) $ 2.37 ( 1 ) 04/29/2030 Class B Common Stock 93,303 D
Stock Option (Right to Buy) $ 2.41 ( 1 ) 03/24/2031 Class B Common Stock 15,475 D
Stock Option (Right to Buy) $ 2.79 ( 2 ) 10/04/2032 Class A Common Stock 47,500 D
Restricted Stock Units (RSU) ( 5 ) ( 3 ) ( 4 ) Class A Common Stock 47,294 D
Restricted Stock Units (RSU) ( 5 ) ( 6 ) ( 4 ) Class A Common Stock 2,816 D
Restricted Stock Units (RSU) ( 5 ) ( 7 ) ( 4 ) Class A Common Stock 84,575 D
Restricted Stock Units (RSU) ( 5 ) ( 8 ) ( 4 ) Class A Common Stock 520,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kiernan Michael
420 TAYLOR STREET
SAN FRANCISCO, CA, CA94102
Chief Revenue Officer
Signatures
/s/ Sophia Contreras Schwartz, as Attorney-in-Fact for Reporting Person 03/28/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The stock option award is fully vested and exercisable.
( 2 )The stock option award 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 restricted stock unit ("RSU") award vests on January 15, April 15, July 15 and October 15 of each calendar year, with 1/6 of the total number of shares vesting on January 15, 2024; thereafter, (a) for the next three vesting events following January 15, 2024, an additional 1/6 of the total number of shares will vest, and (b) for the remaining four vesting events, an additional 1/12 of the total number of shares will vest, subject to the reporting person's continued service to the Issuer on each vesting date.
( 4 )These RSUs do not expire; they either vest and settle or are cancelled prior to the vesting date.
( 5 )Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.
( 6 )The RSU award vests in equal quarterly installments over one year on January 15, April 15, July 15, and October 15, 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 six equal quarterly installments on January 15, April 15, July 15 and October 15 of each calendar year, with the first such vesting event on January 15, 2026, subject to the reporting person's continued service to the Issuer on each vesting date.
( 8 )The RSU award vests in eight equal quarterly installments on January 15, April 15, July 15 and October 15 of each calendar year, with the first such vesting date on April 15, 2024, subject to the reporting person's continued service to the Issuer on each vesting date.

Remarks:
Exhibit 24.1 - Power of Attorney.

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 4(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.