Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Nextdoor Holdings, Inc. (Name of Issuer) |
Class A common stock, par value $0.0001 per share (Title of Class of Securities) |
65345M108 (CUSIP Number) |
12/31/2024 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 65345M108 |
| 1 | Names of Reporting Persons
Sumitomo Mitsui Trust Group, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
JAPAN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,907,840.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, FI |
SCHEDULE 13G
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| CUSIP No. | 65345M108 |
| 1 | Names of Reporting Persons
Nikko Asset Management Co., Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
JAPAN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,907,840.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, HC, FI |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Nextdoor Holdings, Inc. | |
| (b) | Address of issuer's principal executive offices:
420 Taylor Street, San Francisco, CALIFORNIA, 94102 | |
| Item 2. | ||
| (a) | Name of person filing:
Sumitomo Mitsui Trust Group, Inc.Nikko Asset Management Co., Ltd. | |
| (b) | Address or principal business office or, if none, residence:
Sumitomo Mitsui Trust Group, Inc.:1-4-1 Marunouchi, Chiyoda-ku, Tokyo 100-8233, JapanNikko Asset Management Co., Ltd.: Midtown Tower, 9-7-1 Akasaka, Minato-ku, Tokyo 107-6242, Japan | |
| (c) | Citizenship:
Sumitomo Mitsui Trust Group, Inc.: JapanNikko Asset Management Co., Ltd.: Japan | |
| (d) | Title of class of securities:
Class A common stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
65345M108 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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Parent Holding Company | ||
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
8,907,840 | |
| (b) | Percent of class:
4.1 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Sumitomo Mitsui Trust Group, Inc.: 0Nikko Asset Management Co., Ltd.: 0 | ||
| (ii) Shared power to vote or to direct the vote:
Sumitomo Mitsui Trust Group, Inc.: 8,907,840Nikko Asset Management Co., Ltd.: 8,907,840 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Sumitomo Mitsui Trust Group, Inc.: 0Nikko Asset Management Co., Ltd.: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Sumitomo Mitsui Trust Group, Inc.: 8,907,840Nikko Asset Management Co., Ltd.: 8,907,840 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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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. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
The securities being reported on by each of Sumitomo Mitsui Trust Group, Inc.(which is classified as A parent holding company or control person in accordance with ss. 240.13d-1(b)(1)(ii)(G) , as A non-U.S. institution in accordance with ss. 240.13d-1(b)(1)(ii)(J) and as Group, in accordance with ss. 240.13d-1(b)(1)(ii)(K)) and Nikko Asset Management Co., Ltd.(which is classified as A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G) ,as An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E) and as A non-U.S. institution in accordance with ss.240.13d-1(b)(1)(ii)(J)) ,as parent holding companies, are owned, or may be deemed to be beneficially owned, by their subsidiary listed below.Nikko Asset Management Americas, Inc.,- An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E). | ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The securities being reported on by each of Sumitomo Mitsui Trust Group, Inc.(which is classified as A parent holding company or control person in accordance with ss. 240.13d-1(b)(1)(ii)(G) , as A non-U.S. institution in accordance with ss. 240.13d-1(b)(1)(ii)(J) and as Group, in accordance with ss. 240.13d-1(b)(1)(ii)(K)) and Nikko Asset Management Co., Ltd.(which is classified as A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G) ,as An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E) and as A non-U.S. institution in accordance with ss.240.13d-1(b)(1)(ii)(J)) ,as parent holding companies, are owned, or may be deemed to be beneficially owned, by their subsidiary listed below.Nikko Asset Management Americas, Inc.,- An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E). | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. |
| 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.
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