0000899243-21-045091.txt : 20211117 0000899243-21-045091.hdr.sgml : 20211117 20211117173018 ACCESSION NUMBER: 0000899243-21-045091 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211115 FILED AS OF DATE: 20211117 DATE AS OF CHANGE: 20211117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Daly Jeremiah CENTRAL INDEX KEY: 0001840259 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40351 FILM NUMBER: 211421646 MAIL ADDRESS: STREET 1: 33 N. GARDEN AVENUE CITY: CLEARWATER STATE: FL ZIP: 33755 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KnowBe4, Inc. CENTRAL INDEX KEY: 0001664998 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 273205919 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 33 NORTH GARDEN AVENUE STREET 2: SUITE 1200 CITY: CLEARWATER STATE: FL ZIP: 33755 BUSINESS PHONE: (855) 566-9234 MAIL ADDRESS: STREET 1: 33 NORTH GARDEN AVENUE STREET 2: SUITE 1200 CITY: CLEARWATER STATE: FL ZIP: 33755 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-11-15 0 0001664998 KnowBe4, Inc. KNBE 0001840259 Daly Jeremiah C/O KNOWBE4, INC. 33 N. GARDEN AVENUE CLEARWATER FL 33755 1 0 1 0 Class A Common Stock 2021-11-15 4 C 0 4966691 0.00 A 4966691 I See footnotes Class A Common Stock 2021-11-15 4 S 0 4966691 24.72 D 0 I See footnotes Class B Common Stock 2021-11-15 4 C 0 4966691 0.00 D Class A Common Stock 4966691 37069823 I See footnotes 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. Consists of (i) 3,540,723 shares held by Elephant Partners I, L.P., (ii) 310,367 shares held by Elephant Partners II, L.P. for itself and as nominee for Elephant Partners II-B, L.P., and (iii) 1,115,601 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. 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. 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 November 10, 2021, which offering was consummated on November 15, 2021, the Elephant Entities collectively sold 4,966,691 shares of Class A Common Stock, at a price per share of $24.72 (after underwriting discounts and commissions). Each of the Elephant Entities was a selling stockholder in the registered public offering. Consists of (i) 26,426,861 shares held by Elephant Partners I, L.P., (ii) 2,316,470 shares held by Elephant Partners II, L.P. for itself and as nominee for Elephant Partners II-B, L.P., and (ii) 8,326,492 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. /s/ Patrick Cammarata, Attorney-in-Fact 2021-11-17