UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
| NEXTDOOR HOLDINGS, INC. |
| (Name of Issuer) |
| Class A Common Stock, par value $0.0001 |
| (Title of Class of Securities) |
| 65345M108 |
| (CUSIP Number) |
| November 5, 2021 |
| (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) |
| ☒ | 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).
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 control number.
CUSIP No. 65345M108
| 1. | NAMES OF REPORTING PERSONS Comcast Ventures, LP
| |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☒ | ||
| 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 4,304,980 (See Item 4)
| |
| 7. |
SOLE DISPOSITIVE POWER 0
| |
| 8. |
SHARED DISPOSITIVE POWER 4,304,980 (See Item 4)
|
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,304,980 (See Item 4)
| |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2% (See Item 4)
| |
| 12. | TYPE OF REPORTING PERSON
PN
| |
CUSIP No. 65345M108
| 1. | NAMES OF REPORTING PERSONS Comcast CV, L.P.
| |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☒ | ||
| 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 4,304,980 (See Item 4)
| |
| 7. |
SOLE DISPOSITIVE POWER 0
| |
| 8. |
SHARED DISPOSITIVE POWER 4,304,980 (See Item 4)
|
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,304,980 (See Item 4)
| |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2% (See Item 4)
| |
| 12. | TYPE OF REPORTING PERSON
PN
| |
CUSIP No. 65345M108
| 1. | NAMES OF REPORTING PERSONS Comcast CV GP, LLC
| |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☒ | ||
| 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 4,304,980 (See Item 4)
| |
| 7. |
SOLE DISPOSITIVE POWER 0
| |
| 8. |
SHARED DISPOSITIVE POWER 4,304,980 (See Item 4)
|
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,304,980 (See Item 4)
| |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2% (See Item 4)
| |
| 12. | TYPE OF REPORTING PERSON
OO
| |
CUSIP No. 65345M108
| 1. | NAMES OF REPORTING PERSONS Comcast Holdings Corporation
| |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☒ | ||
| 3. | SEC USE ONLY
| |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
| |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER 0
|
| 6. |
SHARED VOTING POWER 5,975,277 (See Item 4)
| |
| 7. |
SOLE DISPOSITIVE POWER 0
| |
| 8. |
SHARED DISPOSITIVE POWER 5,975,277 (See Item 4)
|
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,975,277 (See Item 4)
| |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARE
|
☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.0% (See Item 4)
| |
| 12. | TYPE OF REPORTING PERSON
CO
| |
CUSIP No. 65345M108
| 1. | NAMES OF REPORTING PERSONS Comcast Corporation
| |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☒ | ||
| 3. | SEC USE ONLY
| |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
| |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER 0
|
| 6. | SHARED VOTING POWER 5,975,277 (See Item 4)
| |
| 7. | SOLE DISPOSITIVE POWER 0
| |
| 8. |
SHARED DISPOSITIVE POWER 5,975,277 (See Item 4)
|
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,975,277 (See Item 4)
| |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.0% (See Item 4)
| |
| 12. | TYPE OF REPORTING PERSON
CO
| |
| 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, 94012
| Item 2(a). | Name of Reporting Persons: |
| (a) | Comcast Ventures, LP |
| (b) | Comcast CV, L.P. |
| (c) | Comcast CV GP, LLC |
| (d) | Comcast Holdings Corporation |
| (e) | Comcast Corporation |
Comcast Ventures, LP and Comcast Holdings Corporation are the direct holders of 4,304,980 and 1,670,297 shares of Class B Common Stock of the Issuer, respectively. Comcast CV GP, LLC is the general partner of Comcast Ventures, LP, and, together with Comcast CV, L.P., directly owns all of the limited partner interests in Comcast Ventures, LP. Comcast CV GP, LLC is also the general partner of Comcast CV, L.P., and together with Comcast Holdings Corporation, directly owns all of the limited partner interests in Comcast CV, L.P. Comcast Holdings Corporation directly owns all of the membership interests in Comcast CV GP, LLC and is a direct, wholly-owned subsidiary of Comcast Corporation.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
For all Reporting Persons, c/o Comcast Corporation, One Comcast Center, 1701 John F. Kennedy Boulevard, Philadelphia, Pennsylvania 19103-2838.
| Item 2(c). | Citizenship: |
| (a) | Comcast Ventures, LP, Comcast CV, L.P. and Comcast CV GP, LLC: Delaware |
| (b) | Comcast Holdings Corporation and Comcast Corporation: Pennsylvania |
| Item 2(d). | Title of Class of Securities: |
Class A Common Stock, par value $0.0001
| Item 2(e). | CUSIP Number: |
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: |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| Item 4. | Ownership. |
The information requested in this item is incorporated herein by reference to the cover pages to this Schedule 13G.
Calculations are based on information from the Issuer that 78,953,663 shares of Class A Common Stock of the Issuer were outstanding as of November 5, 2021 following the merger of Lorelei Merger Sub Inc., a wholly owned subsidiary of the Issuer, and Nextdoor, Inc. and assuming the Reporting Persons converted all of their respective outstanding shares of Class B Common Stock into an equivalent number of shares of Class A Common Stock. Shares of Class B Common Stock of the Issuer are entitled to 10 votes per share and convertible into shares of Class A Common Stock at the election of the holder at an exchange ratio of 1:1.
| 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 more than five percent of the class of securities, check the following.
| 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.
| Item 10. | Certifications. |
Not applicable.
SIGNATURE
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: November 11, 2021
| COMCAST CORPORATION | |||
| By: | /s/ Elizabeth Wideman | ||
| Name: | Elizabeth Wideman | ||
| Title: | Senior Vice President, Senior Deputy General Counsel and Assistant Secretary | ||
| COMCAST HOLDINGS CORPORATION | |||
| By: | /s/ Elizabeth Wideman | ||
| Name: | Elizabeth Wideman | ||
| Title: | Senior Vice President, Senior Deputy General Counsel and Assistant Secretary | ||
| COMCAST CV GP, LLC | |||
| By: | /s/ Derek H. Squire | ||
| Name: | Derek H. Squire | ||
| Title: | Vice President, General Counsel and Secretary | ||
| COMCAST CV, L.P. | |||
| By: | Comcast CV GP, LLC, its general partner | ||
| By: | /s/ Derek H. Squire | ||
| Name: | Derek H. Squire | ||
| Title: | Vice President, General Counsel and Secretary | ||
| COMCAST VENTURES, LP | |||
| By: | Comcast CV GP, LLC, its general partner | ||
| By: | /s/ Derek H. Squire | ||
| Name: | Derek H. Squire | ||
| Title: | Vice President, General Counsel and Secretary | ||
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that (i) this statement on Schedule 13G has been adopted and filed on behalf of each of them and (ii) all future amendments to such statement on Schedule 13G will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13G as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.
Date: November 11, 2021
| COMCAST CORPORATION | |||
| By: | /s/ Elizabeth Wideman | ||
| Name: | Elizabeth Wideman | ||
| Title: | Senior Vice President, Senior Deputy General Counsel and Assistant Secretary | ||
| COMCAST HOLDINGS CORPORATION | |||
| By: | /s/ Elizabeth Wideman | ||
| Name: | Elizabeth Wideman | ||
| Title: | Senior Vice President, Senior Deputy General Counsel and Assistant Secretary | ||
| COMCAST CV GP, LLC | |||
| By: | /s/ Derek H. Squire | ||
| Name: | Derek H. Squire | ||
| Title: | Vice President, General Counsel and Secretary | ||
| COMCAST CV, L.P. | |||
| By: | Comcast CV GP, LLC, its general partner | ||
| By: | /s/ Derek H. Squire | ||
| Name: | Derek H. Squire | ||
| Title: | Vice President, General Counsel and Secretary | ||
| COMCAST VENTURES, LP | |||
| By: | Comcast CV GP, LLC, its general partner | ||
| By: | /s/ Derek H. Squire | ||
| Name: | Derek H. Squire | ||
| Title: | Vice President, General Counsel and Secretary | ||