Elephant Partners I Form 3 KnowBe4 / Andrew Hunt 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^*

Elephant Partners GP I, LLC

(Last) (First) (Middle)

8 NEWBURY STREET

6TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/21/2021

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)
Common Stock(1)	1,328,920	I	See footnote(2)(3)

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
Series A Convertible Preferred Stock	(1)	(1)	Common Stock	30,525,040	(1)	I	See footnote(3)(4)
Series A-1 Convertible Preferred Stock	(1)	(1)	Common Stock	667,840	(1)	I	See footnote(3)(4)
Series C-1 Convertible Preferred Stock	(1)	(1)	Common Stock	12,931,680	(1)	I	See footnote(3)(5)

1. Name and Address of Reporting Person^*

Elephant Partners GP I, LLC

(Last) (First) (Middle)

8 NEWBURY STREET

6TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Elephant Partners GP II, LLC

(Last) (First) (Middle)

8 NEWBURY STREET

6TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Elephant Partners I, LP

(Last) (First) (Middle)

8 NEWBURY STREET

6TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Elephant Partners II, L.P.

(Last) (First) (Middle)

8 NEWBURY STREET

6TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Elephant Partners II-B, L.P.

(Last) (First) (Middle)

8 NEWBURY STREET

6TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Elephant Partners 2019 SPV-A, L.P.

(Last) (First) (Middle)

8 NEWBURY STREET

6TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hunt Andrew

(Last) (First) (Middle)

C/O ELEPHANT PARTNERS

8 NEWBURY STREET, 6TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Explanation of Responses:

1. All shares of the preferred stock, par value $0.00001 per share, of the Issuer will automatically be converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.00001 per share ("Common Stock") immediately prior to the closing of the Issuer's initial public offering (the "IPO") of its Class A common stock, par value $0.00001 per share ("Class A Common Stock"), without payment of consideration. Immediately thereafter, but still prior to the closing of the IPO, all shares of Common Stock will be reclassified into shares of the Issuer's Class B common stock, par value $0.00001 ("Class B Common Stock"). Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of 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. The preferred stock has no expiration date.

2. Consists of (i) 1,210,640 shares held by Elephant Partners I, L.P. and (ii) 118,280 shares held by Elephant Partners II, L.P., for itself and as nominee for Elephant Partners II-B, L.P. Elephant Partners GP I, LLC is the general partner of Elephant Partners I, L.P. Elephant Partners GP II, LLC is the general partner of each of Elephant Partners II, L.P. and Elephant Partners II-B, L.P. Jeremiah Daly 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 Elephant Partners I, L.P. and Elephant Partners II, L.P., for itself and as nominee for Elephant Partners II-B, L.P. Mr. Daly is a director of the Issuer and files separate Section 16 reports.

3. Each of Elephant Partners GP I, LLC, Elephant Partners GP II, LLC, Jeremiah Daly and Andrew Hunt disclaims beneficial ownership of the securities reported herein, except to the extent of such 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, any of them is the beneficial owner of any securities reported herein.

4. Shares held by Elephant Partners I, L.P. Elephant Partners GP I, LLC is the general partner of Elephant Partners I, L.P. Jeremiah Daly and Andrew Hunt are the managing members of Elephant Partners GP I, LLC and may be deemed to have voting and dispositive power over the shares held by Elephant Partners I, L.P. Mr. Daly is a director of the Issuer and files separate Section 16 reports.

5. Consists of (i) 2,722,080 shares held by Elephant Partners II, L.P., for itself and as nominee for Elephant Partners II-B, L.P., and (ii) 10,209,600 shares held by Elephant Partners 2019 SPV-A, L.P. Elephant Partners GP I, LLC is the general partner of 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. Jeremiah Daly 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 Elephant Partners II, L.P., for itself and as nominee for Elephant Partners II-B, L.P., and Elephant Partners 2019 SPV-A, L.P. Mr. Daly is a director of the Issuer and files separate Section 16 reports.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP I, LLC	04/21/2021
	/s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP II, LLC	04/21/2021
	/s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP I, LLC, the general partner of Elephant Partners I, L.P.	04/21/2021
	/s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP II, LLC, the general partner of Elephant Partners II, L.P.	04/21/2021
	/s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP II, LLC, the general partner of Elephant Partners II-B, L.P.	04/21/2021
	/s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP I, LLC, the general partner of Elephant Partners 2019 SPV-A, L.P.	04/21/2021
	/s/ Patrick Cammarata, Attorney-in-Fact for Andrew Hunt	04/21/2021
	** Signature of Reporting Person	Date
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