Goldman Sachs Group Inc - Nov 15, 2021 Form 4 Insider Report for KnowBe4, Inc. (KNBE)

Role: 10%+ Owner
Signature: /s/ Jamison Yardley, Attorney-in-fact
Stock symbol: KNBE
Transactions as of: Nov 15, 2021
Transactions value $: -$38,025,441
Form type: 4
Date filed: 11/17/2021, 07:45 PM
Previous filing: Nov 10, 2021
Next filing: Nov 18, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	KNBE	Class A Common Stock	Conversion of derivative security		+1.54M	+156963.88%		1.54M	Nov 15, 2021	See Footnote	F1, F2, F3, F4
transaction	KNBE	Class A Common Stock	Sale	-$38M	-1.54M	-99.94%	$24.72	980	Nov 15, 2021	See Footnote	F2, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	KNBE	Class B Common Stock	Conversion of derivative security		-1.54M	-11.82%		11.5M	Nov 15, 2021	Class A Common Stock	1.54M		See Footnote	F1, F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. Additionally, each share of Class B Common Stock will, subject to certain conditions and exceptions, convert automatically into one share of Class A Common Stock upon any transfer. The Class B Common Stock has no expiration date.
F2	This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), StoneBridge 2017, L.P. ("SB Fund"), StoneBridge 2017 Offshore, L.P. ("SB Fund Offshore," and together with SB Fund, the "SB Funds") and Bridge Street Opportunity Advisors, L.L.C ("Bridge Street"). Goldman Sachs is a subsidiary of GS Group. Goldman Sachs is the investment manager of the SB Funds. Each of Bridge Street and BSPI is wholly owned by GS Group.
F3	Prior to the conversion described in footnote 1, BSPI held 11,832,802 shares of Class B Common Stock, SB Fund held 811,442 shares of Class B Common Stock, and SB Fund Offshore held 375,035 shares of Class B Common Stock. Immediately following the conversion described in footnote 1, BSPI held 1,398,064 shares of Class A Common Stock and 10,434,738 shares of Class B Common Stock, SB Fund held 95,872 shares of Class A Common Stock and 715,570 shares of Class B Common Stock, and SB Fund Offshore held 44,310 shares of Class A Common Stock and 330,725 shares of Class B Common Stock.
F4	Because of the relationships among GS Group, Goldman Sachs, BSPI, Bridge Street and the SB Funds, each of GS Group and Goldman Sachs may be deemed a beneficial owner of Class B Common Stock, and Class A Common Stock held by BSPI and the SB Funds, and Bridge Street may be deemed a beneficial owner of Class A Common Stock and Class B Common Stock held by the SB Funds. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any.