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^*

Shasta Ventures II GP, LLC

(Last)

(First)

(Middle)

3130 ALPINE ROAD, SUITE 288-446

(Street)

PORTOLA VALLEY

94028

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
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 (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)
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⁾

1. Name and Address of Reporting Person^*

Shasta Ventures II GP, LLC

(Last)

(First)

(Middle)

3130 ALPINE ROAD, SUITE 288-446

(Street)

PORTOLA VALLEY

94028

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Shasta Ventures II LP

(Last)

(First)

(Middle)

3130 ALPINE ROAD, SUITE 288-446

(Street)

PORTOLA VALLEY

94028

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

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 for value (subject to certain exceptions).

	Shasta Ventures II GP, LLC, By /s/ Jason Pressman, Managing Member	06/07/2024
	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
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.

Shasta Ventures Ii Gp, Llc converted options into 5,000,000 shares, disposed of 6,015,000 shares and acquired 1,040,000 shares (SEC Form 4)