Robert F. Reich - Feb 1, 2023 Form 4 Insider Report for KnowBe4, Inc. (KNBE)

Signature
/s/ Alicia Dietzen, as Attorney-in-Fact
Stock symbol
KNBE
Transactions as of
Feb 1, 2023
Transactions value $
-$2,233,953
Form type
4
Date filed
2/3/2023, 03:02 PM
Previous filing
Mar 14, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction KNBE Class A Common Stock Disposed to Issuer -$2.23M -89.7K -100% $24.90 0 Feb 1, 2023 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Robert F. Reich is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Represents 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. ("Merger Sub") 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 Merger Sub (the "Merger Agreement").
F2 At the Effective Time, the unvested RSUs were canceled and converted into the contingent right to receive a cash payment of $2,233,953, which represents $24.90 per unvested RSU, which will vest and become payable pursuant to the time-based vesting schedule of the unvested RSUs were subject to immediately prior to the Effective Time.

Remarks:

The foregoing descriptions in notes (1) and (2) are qualified in their entirety by reference to the terms of the Merger Agreement. In the event of any conflict between the descriptions above and the terms set forth in the Merger Agreement, the terms set forth in the Merger Agreement shall control.