KVSB Khosla Ventures Acquisition Company II

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)

AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 1) *

 

Nextdoor Holdings, Inc.

(Name of Issuer)

 

Class A Common Stock, par value $0.0001

(Title of Class of Securities)

 

65345M108

(CUSIP Number)

 

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨

Rule 13d-1(b)

 

x

Rule 13d-1(c)

 

¨

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

Page 1 of 11 Pages

Exhibit Index Contained on Page 9

 

 

 

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1	NAME OF REPORTING PERSON                   Meritech Capital Partners V L.P. (“MCP V”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)         ¨            (b)          x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY EACH   REPORTING   PERSON   WITH	5	SOLE VOTING POWER 4,101,655 shares, except that Meritech Capital Associates V L.L.C. (“MCA V”), the general partner of MCP V, may be deemed to have sole voting power with respect to such shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 4,101,655 shares, except that MCA V, the general partner of MCP V, may be deemed to have sole dispositive power with respect to such shares.
	8	SHARED DISPOSITIVE POWER See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	4,101,655
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	2.7%
12	TYPE OF REPORTING PERSON*	PN

 

 

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1	NAME OF REPORTING PERSON                   Meritech Capital Affiliates V L.P. (“MC AFF V”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)         ¨            (b)          x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY EACH   REPORTING   PERSON   WITH	5	SOLE VOTING POWER 118,156 shares, except that MCA V, the general partner of MC AFF V, may be deemed to have sole voting power with respect to such shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 118,156 shares, except that MCA V, the general partner of MC AFF V, may be deemed to have sole dispositive power with respect to such shares.
	8	SHARED DISPOSITIVE POWER See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	118,156
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0.1%
12	TYPE OF REPORTING PERSON*	PN

 

 

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1	NAME OF REPORTING PERSON                   Meritech Capital Associates V L.L.C. (“MCA V”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)         ¨            (b)          x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY EACH   REPORTING   PERSON   WITH	5	SOLE VOTING POWER 4,219,811 shares, of which 4,101,655 shares are held by MCP V and 118,156 shares are held by MC AFF V, for whom MCA V serves as general partner.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 4,219,811 shares, of which 4,101,655 shares are held by MCP V and 118,156 shares are held by MC AFF V, for whom MCA V serves as general partner.
	8	SHARED DISPOSITIVE POWER See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	4,219,811
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	2.8%
12	TYPE OF REPORTING PERSON*	OO

 

 

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ITEM 1(A).

NAME OF ISSUER

 

Nextdoor Holdings, Inc.

 

ITEM 1(B).	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
	420 Taylor Street

San Francisco, California 94102

 

ITEM 2(A).

NAME OF PERSONS FILING   This Statement is filed by Meritech Capital Partners V L.P., a Delaware limited partnership (“MCP V”), Meritech Capital Affiliates V L.P., a Delaware limited partnership (“MC AFF V”) and Meritech Capital Associates V L.L.C., a Delaware limited liability company (“MCA V”). The foregoing entities are collectively referred to as the “Reporting Persons.”

 

MCA V is the general partner of each of MCP V and MC AFF V, and may be deemed to have indirect beneficial ownership of shares of the issuer directly owned by MCP V and MC AFF V.

 

ITEM 2(B).

ADDRESS OF PRINCIPAL OFFICE

 

The address for each of the Reporting Persons is:

 

Meritech Capital Partners
245 Lytton Ave, Suite 125
Palo Alto, CA 94301

 

ITEM 2(C).

CITIZENSHIP    MCP V and MC AFF V are Delaware limited partnerships. MCA V is a Delaware limited liability company.

 

ITEM 2(D) AND (E).

TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER    Class A Common Stock, par value $0.0001 CUSIP #65345M108

 

ITEM 3.

Not Applicable.

 

 

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ITEM 4.

OWNERSHIP   Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

The following information with respect to the ownership of the Class A Common Stock of the issuer by the Reporting Persons filing this Statement is provided as of December 31, 2022 (based on 151,043,601 shares of Class A Common Stock outstanding as of November 4, 2022, as reported by the issuer in its Form 10-Q for the quarterly period ended September 30, 2022).

 

(a)

Amount beneficially owned: See Row 9 of cover page for each Reporting Person.

 

(b)

Percent of Class: See Row 11 of cover page for each Reporting Person.

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person.

 

(ii)

Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)

Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)

Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person.

 

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of 5 percent of the class of securities, check the following x.

 

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Under certain circumstances set forth in the limited partnership agreements of MCP V and MC AFF V, and the limited liability company agreement of MCA V, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.

 

 

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ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON Not applicable.

 

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not applicable.

 

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP Not applicable.

 

ITEM 10.

CERTIFICATION By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

 

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SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 14, 2023

 

Entities:
	Meritech Capital Partners V L.P.
	Meritech Capital Affiliates V L.P.
	Meritech Capital Associates V L.L.C.

 

	By:	/s/ Joel Backman
		Joel Backman, Attorney-in-fact
		for above-listed entities

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent.

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

 

 

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EXHIBIT INDEX

 

	Found on Sequentially
Exhibit	Numbered Page
Exhibit A:  Agreement of Joint Filing	10
Exhibit B:  Reference to Joel Backman as Attorney-in-Fact	11

 

 

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exhibit A

 

Agreement of Joint Filing

 

The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of Nextdoor Holdings, Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.

 

 

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exhibit B

 

Reference to Joel Backman as Attorney-in-Fact

 

Joel Backman has signed the enclosed documents as Attorney-In-Fact. Note that a copy of the applicable Power of Attorney is already on file with the appropriate agencies.