Filing Details

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)

Nextdoor Holdings, Inc.

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(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 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
	Emanuel J. Friedman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			879,707
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			879,707
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	879,707
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% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1)	Based on 78,953,663 shares of Class A Common Stock outstanding as of November 5, 2021, as reflected in the Final Prospectus on Form 424B3 filed by the Issuer with the SEC on December 1, 2021.

CUSIP No. 65345M108

13G

1	NAMES OF REPORTING PERSONS
	EJF Debt Opportunities Master Fund, 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
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			754,707
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			754,707
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	754,707
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.0% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	Based on 78,953,663 shares of Class A Common Stock outstanding as of November 5, 2021, as reflected in the Final Prospectus on Form 424B3 filed by the Issuer with the SEC on December 1, 2021.

CUSIP No. 65345M108

13G

1	NAMES OF REPORTING PERSONS
	EJF Debt Opportunities 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
			754,707
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			754,707
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	754,707
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.0% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Based on 78,953,663 shares of Class A Common Stock outstanding as of November 5, 2021, as reflected in the Final Prospectus on Form 424B3 filed by the Issuer with the SEC on December 1, 2021.

CUSIP No. 65345M108

13G

1	NAMES OF REPORTING PERSONS
	EJF SPAC Investments Master Fund LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			100,000
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			100,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	100,000
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.1% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	Based on 78,953,663 shares of Class A Common Stock outstanding as of November 5, 2021, as reflected in the Final Prospectus on Form 424B3 filed by the Issuer with the SEC on December 1, 2021.

CUSIP No. 65345M108

13G

1	NAMES OF REPORTING PERSONS
	EJF SPAC Investments 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
			100,000
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			100,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	100,000
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.1% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Based on 78,953,663 shares of Class A Common Stock outstanding as of November 5, 2021, as reflected in the Final Prospectus on Form 424B3 filed by the Issuer with the SEC on December 1, 2021.

CUSIP No. 65345M108

13G

1	NAMES OF REPORTING PERSONS
	EJF Income Fund, 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
			25,000
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			25,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	25,000
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.03% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Based on 78,953,663 shares of Class A Common Stock outstanding as of November 5, 2021, as reflected in the Final Prospectus on Form 424B3 filed by the Issuer with the SEC on December 1, 2021.

CUSIP No. 65345M108

13G

1	NAMES OF REPORTING PERSONS
	EJF Income 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
			25,000
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			25,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	25,000
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.03% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Based on 78,953,663 shares of Class A Common Stock outstanding as of November 5, 2021, as reflected in the Final Prospectus on Form 424B3 filed by the Issuer with the SEC on December 1, 2021.

Each of the Debt Fund, the SPAC Fund, and the Income Fund is the beneficial owner of the Class A Common Stock shown on Item 9 of its respective cover page.

EJF Debt Opportunities GP, LLC is the general partner of the Debt Fund and an investment manager of certain affiliates thereof and may be deemed to share beneficial ownership of the Class A Common Stock of which the Debt Fund is the record owner.  

EJF SPAC Investments GP LLC is the general partner of the SPAC Fund and an affiliate thereof and may be deemed to share beneficial ownership of the Class A Common Stock of which the SPAC Fund is the record owner.

EJF Income GP, LLC is the general partner of the Income Fund and the investment manager of an affiliate thereof and may be deemed to share beneficial ownership of the Common Stock of which the Income Fund is the record owner.

EJF Capital LLC is the sole member of each of EJF Debt Opportunities GP, LLC, EJF SPAC Investments GP LLC, and EJF Income GP, LLC and may be deemed to share beneficial ownership of the Class A Common Stock of which such entities may share beneficial ownership.

Emanuel J. Friedman is the controlling member of EJF Capital LLC and may be deemed to share beneficial ownership of the Class A Common Stock of which EJF Capital LLC may share beneficial ownership.

 

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.

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.

Dated:  February 11, 2022

 

EXHIBIT A

The undersigned, EJF Capital LLC, a Delaware limited liability company, Emanuel J. Friedman, EJF Debt Opportunities Master Fund, L.P., an exempted limited partnership organized under the laws of the Cayman Islands, EJF Debt Opportunities GP, LLC, a Delaware limited liability company, EJF SPAC Investments Master Fund LP, an exempted limited partnership organized under the laws of the Cayman Islands, EJF SPAC Investments GP LLC, a Delaware limited liability company, EJF Income Fund, LP, a Delaware limited partnership, and EJF Income GP, LLC, a Delaware limited liability company, hereby agree and acknowledge that the information required by this Amendment No. 1 to Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of each of them.  The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.

 

	EJF CAPITAL LLC
	By:	/s/ David Bell
		Name:	David Bell
		Title:	General Counsel
	EMANUEL J. FRIEDMAN
	By:	/s/ Emanuel J. Friedman
		Name:	Emanuel J. Friedman
	EJF DEBT OPPORTUNITIES MASTER FUND, L.P.
	By: Its:	EJF DEBT OPPORTUNITIES GP, LLC General Partner
	By: Its:	EJF CAPITAL LLC Manager and Sole Member
	By:	/s/ David Bell
		Name:	David Bell
		Title:	General Counsel
	EJF DEBT OPPORTUNITIES GP, LLC
	By: Its:	EJF CAPITAL LLC Manager and Sole Member
	By:	/s/ David Bell
		Name:	David Bell
		Title:	General Counsel