Vepf VII Gp, Ltd. - Dec 1, 2022 Form 4 Insider Report for KnowBe4, Inc. (KNBE)

Role: 10%+ Owner
Signature: /s/ Robert F. Smith, Authorized Signatory of Vista Equity Partners Fund VII GP, L.P.
Stock symbol: KNBE
Transactions as of: Dec 1, 2022
Transactions value $: $0
Form type: 4
Date filed: 12/2/2022, 03:45 PM
Next filing: Feb 3, 2023

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		+14.6M	+776.42%		16.4M	Dec 1, 2022	See footnote	F1, F2

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		-14.6M	-100%		0	Dec 1, 2022	Class A Common Stock	14.6M		See footnote	F1, F2

* 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.
F2	Following the conversion of Class B Common Stock held by VEPF VII SPV I Holdings, L.P., or Vista SPV Holdings, the reported securities are owned directly by (i) VEPF VII SPV I, L.P., or Vista SPV, in the amount of 1,875,000 shares of Class A Common Stock and (ii) Vista SPV Holdings, in the amount of 14,557,960 shares of Class A Common Stock. Vista Equity Partners Fund VII GP, L.P., or Fund VII GP, is the sole general partner of Vista SPV and Vista SPV Holdings. Fund VII GP's sole general partner is VEPF VII GP, Ltd., or Fund VII UGP. Robert F. Smith is the sole director and one of the members of Fund VII UGP. Consequently, Mr. Smith, Fund VII GP and Fund VII UGP may be deemed the beneficial owners of the shares held by Vista SPV and Vista SPV Holdings. Each of the reporting persons expressly disclaim beneficial ownership of any shares not held directly, except to the extent of its or his pecuniary interest.

Content

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.

Following the conversion of Class B Common Stock held by VEPF VII SPV I Holdings, L.P., or Vista SPV Holdings, the reported securities are owned directly by (i) VEPF VII SPV I, L.P., or Vista SPV, in the amount of 1,875,000 shares of Class A Common Stock and (ii) Vista SPV Holdings, in the amount of 14,557,960 shares of Class A Common Stock. Vista Equity Partners Fund VII GP, L.P., or Fund VII GP, is the sole general partner of Vista SPV and Vista SPV Holdings. Fund VII GP's sole general partner is VEPF VII GP, Ltd., or Fund VII UGP. Robert F. Smith is the sole director and one of the members of Fund VII UGP. Consequently, Mr. Smith, Fund VII GP and Fund VII UGP may be deemed the beneficial owners of the shares held by Vista SPV and Vista SPV Holdings. Each of the reporting persons expressly disclaim beneficial ownership of any shares not held directly, except to the extent of its or his pecuniary interest.