Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 4:06PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. 1) *
Nextdoor Holdings, Inc.
(Name of Issuer)
Class A common stock, $0.0001 par value
(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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP
No. 65345M108
|
13G
|
|
| 1. |
Names
of Reporting Persons
Redpoint Omega II, L.P. |
| 2. |
Check
the Appropriate Box if a Member of a Group (see instructions)
|
|
| |
(a) ¨ |
|
| |
(b) x
(1) |
|
| 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
0 |
| 6. |
Shared
Voting Power
4,154,422 (2) |
| 7. |
Sole
Dispositive Power
0 |
| 8. |
Shared
Dispositive Power
4,154,422 (2) |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,154,422 (2) |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨
|
| 11. |
Percent
of Class Represented by Amount in Row 9
1.1% of Common Stock (2.8% of Class A Common Stock) (3)(4) |
| 12. |
Type
of Reporting Person (see instructions)
PN |
| |
|
|
|
|
|
|
| (1) | This statement on Schedule 13G is filed by Redpoint Omega II,
L.P. (“RO II”), Redpoint Omega Associates II, LLC (“ROA II”) and Redpoint Omega II, LLC (“RO II LLC,”
together with RO II and ROA II, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group”
for purposes of this Schedule 13G. |
| (2) | Consists of 4,154,422 shares of Class A Common Stock held by RO II. RO II LLC serves as the sole general partner of RO II and
possesses power to direct the voting and disposition of the shares owned by RO II and may be deemed to have indirect beneficial
ownership of the shares held by RO II. The information with respect to the beneficial ownership of the Reporting Persons filing this
statement on Schedule 13G is provided as of December 31, 2022. |
| (3) | Calculations of the percentage of the shares of Class A Common
Stock beneficially owned is based on 151,043,601 shares of Class A Common Stock outstanding as of November 4, 2022, as disclosed in the
Quarterly Report on Form 10-Q filed by the Issuer on November 8, 2022. |
| (4) | Calculations of the percentage of total Common Stock beneficially
owned is based on the total 369,562,896 shares of combined Class A and Class B Common Stock outstanding as of November 4, 2022. |
| CUSIP
No. 65345M108 |
13G
|
|
| 1. |
Names
of Reporting Persons
Redpoint Omega Associates II, LLC |
| 2. |
Check the Appropriate
Box if a Member of a Group (see instructions)
|
|
| |
(a) ¨ |
|
| |
(b) x
(1) |
|
| 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
0 |
| 6. |
Shared
Voting Power
128,488 (2) |
| 7. |
Sole
Dispositive Power
0 |
| 8. |
Shared
Dispositive Power
128,488 (2) |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
128,488 (2) |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨ |
| 11. |
Percent
of Class Represented by Amount in Row 9
0.0% of Common Stock (0.1% of
Class A Common Stock) (3)(4) |
| 12. |
Type
of Reporting Person (see instructions)
OO |
| |
|
|
|
|
|
|
| (1) | This statement on Schedule 13G is filed by the Reporting Persons.
The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 128,488 shares of Class A Common Stock held by ROA II. The managers of RO II LLC commonly control ROA II. As such, RO
II LLC possesses power to direct the voting and disposition of the shares owned by ROA II and may be deemed to have indirect
beneficial ownership of the shares held by ROA II. The information with respect to the beneficial ownership of the Reporting Persons
filing this statement on Schedule 13G is provided as of December 31, 2022. |
| (3) | Calculations of the percentage of the shares of Class A Common
Stock beneficially owned is based on 151,043,601 shares of Class A Common Stock outstanding as of November 4, 2022, as disclosed in the
Quarterly Report on Form 10-Q filed by the Issuer on November 8, 2022. |
| (4) | Calculations of the percentage of total Common Stock beneficially
owned is based on the total 369,562,896 shares of combined Class A and Class B Common Stock outstanding as of November 4, 2022. |
| CUSIP
No. 65345M108 |
13G
|
|
| 1. |
Names
of Reporting Persons
Redpoint Omega II, LLC
|
| 2. |
Check
the Appropriate Box if a Member of a Group (see instructions)
|
|
| |
(a) ¨ |
|
| |
(b) x
(1) |
|
| 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
0 |
| 6. |
Shared
Voting Power
4,282,910 (2) |
| 7. |
Sole
Dispositive Power
0 |
| 8. |
Shared
Dispositive Power
4,282,910 (2) |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,282,910 (2) |
| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨
|
| 11. |
Percent
of Class Represented by Amount in Row 9
1.2% of Common Stock (2.8% of
Class A Common Stock) (3)(4) |
| 12. |
Type
of Reporting Person (see instructions)
OO |
| |
|
|
|
|
|
|
| (1) | This
statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly
disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of (i) 4,154,422 shares of Class A Common Stock held by RO II, and (ii) 128,488 shares of Class A Common Stock held by
ROA II. RO II LLC serves as
the sole general partner of RO II and the managers of RO II LLC commonly control ROA II. As such, RO II LLC possesses power to
direct the voting and disposition of the shares owned by RO II and ROA II and may be deemed to have indirect beneficial ownership of
the shares held by RO II and ROA II. RO II LLC owns no securities of the Issuer directly. The information with respect to the
beneficial ownership of the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2022. |
| (3) | Calculations of the percentage of the shares of Class A Common
Stock beneficially owned is based on 151,043,601 shares of Class A Common Stock outstanding as of November 4, 2022, as disclosed in the
Quarterly Report on Form 10-Q filed by the Issuer on November 8, 2022. |
| (4) | Calculations of the percentage of total Common Stock beneficially
owned is based on the total 369,562,896 shares of combined Class A and Class B Common Stock outstanding as of November 4, 2022. |
Introductory
Note: This statement on Schedule 13G is being filed by the Reporting Persons in respect of Class A Common Stock of Nextdoor
Holdings, Inc. (the “Issuer”).
| Item 1(a). | Name of Issuer: |
Nextdoor Holdings, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Officers: |
420 Taylor Street
San Francisco, CA 94102
| Item 2(a). | Name of Person(s) Filing: |
Redpoint Omega II, L.P. (“RO II”)
Redpoint Omega Associates II, LLC (“ROA
II”)
Redpoint Omega II, LLC (“RO II LLC”)
| Item 2(b). | Address of Principal Business Office: |
Redpoint Ventures
2969 Woodside Road
Woodside, California 94062
RO II is a Delaware limited partnership
ROA II is a Delaware limited liability
company
RO II LLC is a Delaware limited liability
company
| Item 2(d). | Title of Class of Securities: |
Class A Common Stock
65345M108
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
Not applicable.
| Item 4(a). | Amount Beneficially Owned: |
| Item 4(b). | Percent of Class: |
| Item 4(c). | Number of shares as to which such persons have: |
The following information with
respect to the ownership of Class A Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December
31, 2022:
| Reporting
Persons | |
|
Class
A
Common
Stock Held
Directly (1) | |
Shared Voting Power
(1) | |
Shared
Dispositive
Power (1) | |
Beneficial
Ownership
(1) | |
Percentage
of
Class (1)(3)(4) |
| RO II | |
|
4,154,422 | |
4,154,422 | |
4,154,422 | |
4,154,422 | |
1.1% of Common
Stock (2.7% of Class A Common Stock) |
| ROA II | |
|
128,488 | |
128,488 | |
128,488 | |
128,488 | |
0.0% of Common Stock (0.1%
of Class A Common Stock) |
| RO II LLC (2) | |
|
0 | |
4,282,910 | |
4,282,910 | |
4,282,910 | |
1.2% of Common Stock (2.8%
of Class A Common Stock) |
| (1) | Represents
the number of shares beneficially owned by the Reporting
Persons as of December 31, 2022. |
| (2) | RO
II LLC serves as the sole general partner of RO II and the managers of RO II LLC commonly
control ROA II. As such, RO II LLC possesses power to direct the voting and disposition of
the shares owned by RO II and ROA II and may be deemed to have indirect beneficial ownership
of the shares held by RO II and ROA II. RO II LLC owns no securities of the Issuer directly. |
| (3) | Calculations
of the percentage of the shares of Class A Common Stock beneficially owned is based on 151,043,601
shares of Class A Common Stock outstanding as of November 4, 2022, as disclosed in the Quarterly
Report on Form 10-Q filed by the Issuer on November 8, 2022. |
| (4) | Calculations
of the percentage of total Common Stock beneficially owned is based on the total 369,562,896
shares of combined Class A and Class B Common Stock outstanding as of November 4, 2022. |
| 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 Persons have ceased to be the beneficial owner
of more than five percent of the class of securities, check the following: x
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person: |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group: |
Not applicable.
| Item 9. | Notice of Dissolution of Group: |
Not applicable.
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.
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.
Dated: February 14, 2023
| |
REDPOINT OMEGA II, L.P. |
| |
By its General Partner, Redpoint Omega II, LLC |
| |
|
| |
By: |
/s/ Satish Dharmaraj |
| |
Satish Dharmaraj |
| |
Manager |
| |
|
| |
REDPOINT OMEGA ASSOCIATES II, LLC |
| |
|
| |
By: |
/s/ Satish Dharmaraj |
| |
Satish Dharmaraj |
| |
Manager |
| |
|
| |
REDPOINT OMEGA II, LLC |
| |
|
| |
By: |
/s/ Satish Dharmaraj |
| |
Satish Dharmaraj |
| |
Manager |
| Exhibit(s): | 99.1: Joint Filing Statement |
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