| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | KNBE | Class A Common Stock | Disposed to Issuer | -$13.9M | -559K | -100% | $24.90 | 0 | Feb 1, 2023 | Direct | F1, F2, F3 |
Lars Letonoff is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Represents 400,045 shares and 158,706 restricted stock units ("RSUs") that were disposed of at the effective time (the "Effective Time") of the merger (the "Merger") of Oranje Merger Sub, Inc. with and into KnowBe4, Inc. (the "Issuer") pursuant to an Agreement and Plan of Merger, dated October 11, 2022, by and among the Issuer, Oranje Holdco, LLC and Oranje Merger Sub, Inc. |
| F2 | The number of shares of Class A common stock disposed of reflects (i) the forfeiture of 1,099 shares of the Issuer's Class B common stock on August 11, 2021 (in addition to the 362,742 shares disclosed as forfeited by the Reporting Person on Form 4 on August 13, 2021), (ii) the conversion of all shares of the Issuer's Class B common stock owned by the Reporting Person into an equal number of shares of Class A common stock at the option of the Reporting Person, resulting in an increase in the number of shares of Class A common stock owned by 345,597 and a corresponding decrease in the number of shares of Class B common stock owned, and (iii) and an aggregate of 2,563 shares of Class A common stock acquired by the Reporting Person pursuant to the Issuer's 2021 Employee Stock Purchase Plan between November 22, 2021 and November 21, 2022. |
| F3 | At the Effective Time, (i) each outstanding share of the Issuer's Class A common stock was canceled and converted into the right to receive $24.90 in cash, without interest, per share, and (ii) the unvested RSUs were canceled and converted into the contingent right to receive a cash payment of $3,951,779 (which represents $24.90 per unvested RSU), which will vest and become payable pursuant to the time-based vesting schedule that the unvested RSUs were subject to immediately prior to the Effective Time. |
Co-President & Chief Revenue Officer