Jeremiah Daly - Aug 16, 2021 Form 4 Insider Report for KnowBe4, Inc. (KNBE)

Signature
/s/ Patrick Cammarata, Attorney-in-Fact
Stock symbol
KNBE
Transactions as of
Aug 16, 2021
Transactions value $
-$68,065,963
Form type
4
Date filed
8/18/2021, 05:49 PM
Next filing
Nov 17, 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 $0 +3.42M $0.00 3.42M Aug 16, 2021 See footnotes F1, F2, F3
transaction KNBE Class A Common Stock Sale -$68.1M -3.42M -100% $19.92 0 Aug 16, 2021 See footnotes 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 $0 -3.42M -7.52% $0.00 42M Aug 16, 2021 Class A Common Stock 3.42M See footnotes F1, F2, F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of the Issuer's Class B Common Stock, par value $0.00001 per share (the "Class B Common Stock") is convertible at any time at the option of the holder into one share of the Issuer's Class A Common Stock, par value $0.00001 per share (the "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.
F2 Consists of (i) 2,435,936 shares held by Elephant Partners I, L.P., (ii) 213,523 shares held by Elephant Partners II, L.P. for itself and as nominee for Elephant Partners II-B, L.P., and (iii) 767,507 shares held by Elephant Partners 2019 SPV-A, L.P. (collectively, the "Elephant Entities"). Elephant Partners GP I, LLC is the general partner of each of Elephant Partners I, L.P. and Elephant Partners 2019 SPV-A, L.P., and Elephant Partners GP II, LLC is the general partner of each of Elephant Partners II, L.P. and Elephant Partners II-B, L.P. The Reporting Person and Andrew Hunt are the managing members of each of Elephant Partners GP I, LLC and Elephant Partners GP II, LLC and may be deemed to have voting and dispositive power over the shares held by each of the Elephant Entities.
F3 The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein, and the filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Person is the beneficial owner of any securities reported herein.
F4 Pursuant to an underwriting agreement and in connection with a registered public offering of shares of the Issuer's Class A Common Stock, pursuant to a final prospectus dated August 11, 2021, which offering was consummated on August 16, 2021, the Elephant Entities collectively sold 3,416,966 shares of Class A Common Stock, at a price per share of $19.92 (after underwriting discounts and commissions). Each of the Elephant Entities was a selling stockholder in the registered public offering.
F5 Consists of (i) 29,967,584 shares held by Elephant Partners I, L.P., (ii) 2,626,837 shares held by Elephant Partners II, L.P. for itself and as nominee for Elephant Partners II-B, L.P., and (ii) 9,442,093 shares held by Elephant Partners 2019 SPV-A, L.P. Elephant Partners GP I, LLC is the general partner of each of Elephant Partners I, L.P. and Elephant Partners 2019 SPV-A, L.P., and Elephant Partners GP II, LLC is the general partner of each of Elephant Partners II, L.P. and Elephant Partners II-B, L.P. The Reporting Person and Andrew Hunt are the managing members of each of Elephant Partners GP I, LLC and Elephant Partners GP II, LLC and may be deemed to have voting and dispositive power over the shares held by each of the Elephant Entities.

Remarks:

Exhibit 24 - Power of Attorney