Sjoerd Sjouwerman - Feb 1, 2023 Form 4 Insider Report for KnowBe4, Inc. (KNBE)

Role
Chief Executive Officer, Director
Signature
/s/ Alicia Dietzen, as Attorney-in-Fact
Stock symbol
KNBE
Transactions as of
Feb 1, 2023
Transactions value $
-$121,954,622
Form type
4
Date filed
2/3/2023, 03:02 PM
Previous filing
Dec 2, 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 -$12.9M -520K -100% $24.90 0 Feb 1, 2023 Direct F1, F2
transaction KNBE Class A Common Stock Disposed to Issuer -$54.5M -2.19M -100% $24.90 0 Feb 1, 2023 See footnote F2, F3

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 Disposed to Issuer -$54.5M -2.19M -100% $24.90 0 Feb 1, 2023 Class A Common Stock 2.19M $0.00 See footnote F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Sjoerd Sjouwerman is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Represents 122,769 shares and 396,766 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 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 $9,879,473 (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.
F3 The shares are held of record by the Sjouwerman Enterprises Limited Partnership, or SELP. The sole general manager of SELP is Sjouwerman Management, LLC, of which the Reporting Person and his spouse are managers.
F4 Represents shares that were disposed of at the Effective Time. At the Effective Time, each outstanding share of the Issuer's Class B common stock was canceled and converted into the right to receive $24.90 in cash, without interest, per share.

Remarks:

The foregoing descriptions in notes (1), (2) and (4) 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.