Whale Rock Capital Management Form 3 KnowBe4 / Alexander C Sacerdote ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Whale Rock Capital Management LLC

(Last) (First) (Middle)

2 INTERNATIONAL PLACE, 24TH FLOOR

(Street)

BOSTON MA 02110

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/26/2021

3. Issuer Name and Ticker or Trading Symbol
KnowBe4, Inc. [ KNBE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	1,250,000	I	See Footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Whale Rock Capital Management LLC

(Last) (First) (Middle)

2 INTERNATIONAL PLACE, 24TH FLOOR

(Street)

BOSTON MA 02110

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sacerdote Alexander C

(Last) (First) (Middle)

2 INTERNATIONAL PLACE, 24TH FLOOR

(Street)

BOSTON MA 02110

(City) (State) (Zip)

Explanation of Responses:

1. Shares reported herein are owned by Whale Rock Flagship Master Fund LP and Whale Rock Flagship (AI) Fund LP, investment limited partnerships for which Whale Rock Capital Management LLC ("Whale Rock") serves as investment manager. Whale Rock, as those investment limited partnerships' investment manager, and Alexander Sacerdote, as managing member and owner ofWhaleRock, may therefore be deemed to beneficially own such securities. Each of Whale Rock and Mr. Sacerdote disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest in such shares, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

	/s/ Alexander Sacerdote, Managing Member of Whale Rock Capital Management LLC	04/30/2021
	/s/ Alexander Sacerdote	04/30/2021
	** Signature of Reporting Person	Date
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