Nirav Tolia Amends Nextdoor Holdings Stake

TL;DR

Nirav Tolia updated his Nextdoor stake filing. Keep an eye on this.

AI Summary

Nirav Tolia, through a filing on March 18, 2024, has amended his Schedule 13D for Nextdoor Holdings, Inc. This amendment indicates a change in the beneficial ownership of the company's Class A common stock. The filing does not specify a dollar amount or a precise percentage change but signifies an update to Tolia's holdings.

Why It Matters

Changes in beneficial ownership filings like this can signal shifts in major shareholder sentiment or strategy, potentially impacting the stock price.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings can indicate changes in significant shareholder positions, which may lead to increased trading activity or strategic shifts.

Key Players & Entities

• Nirav Tolia (person) — Filing party and significant shareholder
• Nextdoor Holdings, Inc. (company) — Issuer of the securities
• John Orta (person) — Authorized to receive notices
• Cynthia C. Hess (person) — Legal counsel
• Ran D. Ben-Tzur (person) — Legal counsel
• Joshua W. Damm (person) — Legal counsel

FAQ

Key Financial Figures

• $0.0001 — (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of
• $10.0 million — a restricted stock unit award covering $10.0 million of the Issuer's Class A Common Stock (t
• $20.0 million — y Awards will be determined by dividing $20.0 million by the average of the closing sale pric

Filing Documents

• nextdoorholdingsinc-schedu.htm (SC 13D/A) — 163KB
• nextdoorholdingsinc-jointf.htm (EX-99.1) — 7KB
• 0001628280-24-011661.txt ( ) — 171KB

INTEREST IN SECURITIES OF THE ISSUER

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Reference in this Amendment to " Class A Common Stock " shall be understood to refer to the Issuer's registered class of equity security reference to " Class B Common Stock " shall be understood to refer to the Issuer's Class B Common Stock, which is convertible on a one-for-one basis into shares of Class A Common Stock at any time upon the election of the holder or the occurrence of certain events defined in the Issuer's Amended and Restated Certificate of Incorporation. As of March 18, 2024 (the " Event Date "), Nirav Tolia may be deemed to directly or indirectly beneficially own an aggregate 29,356,233 shares of the Issuer's capital stock which represents 13.2% of the shares of Class A Common Stock that would be outstanding if he were to exercise all options exercisable within 60 days, for Class A Common Stock or Class B Common Stock, and thereupon convert all shares of Class B Common Stock directly or indirectly held by him into Class A Common Stock. As of the Event Date, the ownership of the other Reporting Persons remains as follows (i) Nalin Tolia directly beneficially owns 155,284 shares of the Issuer's Class B Common Stock and indirectly beneficially owns an aggregate 2,397,835 shares of Class B Common Stock by virtue of his role as sole trustee of the Tolia Family Trust dated June 30, 2008 (the " Family Trust ") and the Tolia Family Children's Trust dated March 13, 2014 (the " Children's Trust " and, together with the Family Trust, the " Trusts "), respectively, and his beneficial ownership represents an aggregate 1.3% of the Issuer's Class A Common Stock (ii) the Family Trust directly beneficially owns 319,938 shares of Class B Common Stock, which represents 0.2% of the Issuer's Class A Common Stock (iii) the Children's Trust directly beneficially owns 2,077,897 shares of the Issuer's Class B Common Stock, which represents 1.1% of the Issuer's Class A Common Stock and (iv) Megha Tolia, the wife of Nirav

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The matters described in Section (c) of Item 5 of this Amendment and the documents filed as Exhibits 99.2 , 99.3 , and 99.4 to this Amendment are incorporated in this Item 6 by reference as if fully set forth herein.

MATERIAL TO BE FILED AS EXHIBITS

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 99.1 Joint Filing Agreement, dated as of March 18, 2024. Exhibit 99.2 Nextdoor Holdings, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.7, to the Issuer's Current Report filed on Form 8-K with the Securities and Exchange Commission on November 12, 2021). Exhibit 99.3 Form of Stock Option Agreement under Nextdoor Holdings, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.15, to the Issuer's registration statement, made effective on October 21, 2021, filed on Form S-4 with the Securities and Exchange Commission on July 20, 2021). Exhibit 99.4 Form of Change in Control and Severance Agreement (incorporated by reference to Exhibit 10.23, to the Issuer's registration statement, made effective on October 21, 2021, filed on Form S-4 with the Securities and Exchange Commission on July 20, 2021). CUSIP No. 65345M 108 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated March 18, 2024 NIRAV TOLIA s Nirav Tolia Dated March 18, 2024 TOLIA FAMILY TRUST DATED JUNE 30, 2008 By s Nalin Tolia Nalin Tolia, Trustee Dated March 18, 2024 TOLIA FAMILY CHILDREN'S TRUST DATED MARCH 13, 2014 By s Nalin Tolia Nalin Tolia, Trustee Dated March 18, 2024 NALIN TOLIA s Nalin Tolia Dated March 18, 2024 MEGHA TOLIA s Megha Tolia

View Full Filing

View this SC 13D/A filing on SEC EDGAR