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).

1. Name and Address of Reporting Person^*

Andersen Heidi

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2024

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)
Class A Common Stock	04/15/2024		M		214,941	A	$0	224,941⁽¹⁾	D
Class A Common Stock	04/15/2024		F		61,797	D	$1.96	163,144	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 (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)
Restricted Stock Units (RSU)	⁽²⁾	04/15/2024		M			202,544	⁽³⁾	⁽⁴⁾	Class A Common Stock	202,544	$0	607,632	D
Restricted Stock Units (RSU)	⁽²⁾	04/15/2024		M			12,397	⁽⁵⁾	⁽⁴⁾	Class A Common Stock	12,397	$0	37,190	D

Explanation of Responses:

1. The reported total includes 2,500 shares that were acquired pursuant to the Issuer's Employee Stock Purchase Plan in one or more transactions exempt pursuant to Rules 16b-3(c) and 16b-3(d).

2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.

3. The RSU award vests quarterly over one year 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.

4. These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.

5. The RSU award vests in four equal quarterly installments on each of: (i) April 15, 2024; (ii) July 15, 2024; (iii) October 15, 2024; and (iv) January 15, 2025, subject to the reporting person's continued service to the Issuer on each vesting date.

Remarks:

	/s/ Sophia Contreras Schwartz, as Attorney-in-Fact for Reporting Person	04/17/2024
	** 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).
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