SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Tolia Nirav N

(Last)

(First)

(Middle)

C/O NEXTDOOR HOLDINGS, INC.

420 TAYLOR STREET

(Street)

SAN FRANCISCO

94102

(City)

(State)

(Zip)

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

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$0.9	10/28/2024		M			4,901,076	⁽¹⁾	10/29/2024	Class B Common Stock	4,901,076	$0	0	D
Class B Common Stock	⁽²⁾	10/28/2024		M		4,901,076		⁽²⁾	⁽²⁾	Class A Common Stock	4,901,076	$0⁽²⁾	29,086,386	D
Class B Common Stock	⁽²⁾	10/28/2024		F			3,024,990	⁽²⁾	⁽²⁾	Class A Common Stock	3,024,990	$2.44	26,061,396	D
Class B Common Stock	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	1,263,840		1,263,840	I	By Megha Tolia
Class B Common Stock	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	2,077,897		2,077,897	I	See footnote⁽³⁾
Class B Common Stock	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	319,938		319,938	I	See footnote⁽⁴⁾
Class B Common Stock	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	155,284		155,284	I	By Nalin Tolia

Explanation of Responses:

1. In connection with the consummation of the Issuer's business combination on November 5, 2021, with the entity formerly named Nextdoor, Inc. (the "Business Combination"), all stock options then held by the reporting person were exchanged for substitute option awards of the Issuer, having an equivalent economic value, which vest and become exercisable for shares of the Issuer's Class B Common Stock. Accordingly, the shares underlying this option were fully vested as of the November 5, 2021 grant date of this award.

2. 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 the 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).

3. Represents shares held by the Tolia Family Children's Trust dated March 13, 2014, of which the reporting person's father is the Trustee.

4. Represents shares held by the Tolia Family Trust dated June 30, 2008, of which the reporting person's father is the Trustee.

Remarks:

	/s/ Sophia Contreras Schwartz, as Attorney-in-Fact for Reporting Person	10/30/2024
	** 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 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.

SEC Form 4 filed by CEO and President Tolia Nirav N