KnowBe4 (KNBE) Form 4 KnowBe4 / Andrew Hunt ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/01/2023		D		17,069,823(1)	D	$24.9(2)	0	I	See footnotes(4)(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	$0.00	02/01/2023		D			20,000,000	(3)	(3)	Class A Common Stock	20,000,000	$24.9	0	I	See footnotes(5)(6)

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. Represents 17,069,823 shares of Class A Common Stock, par value $0.00001 per share ("Class A Common Stock"), 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.

2. At the Effective Time, 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.

3. 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, par value $0.00001 per share, was canceled and converted into the right to receive $24.90 in cash, without interest, per share.

4. Consists of (i) 12,168,977 shares of Class A Common Stock held by Elephant Partners I, L.P., (ii) 1,066,682 shares of Class A Common Stock held by Elephant Partners II, L.P. for itself and as nominee for Elephant Partners II-B, L.P., and (iii) 3,834,164 shares of Class A Common Stock 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. 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 the Elephant Entities. Mr. Daly is a director of the Issuer and files separate Section 16 reports.

5. 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.

6. Consists of (i) 14,257,884 shares of Class B Common Stock held by Elephant Partners I, L.P., (ii) 1,249,788 shares of Class B Common Stock held by Elephant Partners II, L.P. for itself and as nominee for Elephant Partners II-B, L.P., and (iii) 4,492,328 shares of Class B Common Stock 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. 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 the Elephant Entities. Mr. Daly is a director of the Issuer and files separate Section 16 reports.

Remarks:

	/s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP I, LLC	02/03/2023
	/s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP II, LLC	02/03/2023
	/s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP I, LLC, the general partner of Elephant Partners I, L.P.	02/03/2023
	/s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP II, LLC, the general partner of Elephant Partners II, L.P.	02/03/2023
	/s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP II, LLC, the general partner of Elephant Partners II-B, L.P.	02/03/2023
	/s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP I, LLC, the general partner of Elephant Partners 2019 SPV-A, L.P.	02/03/2023
	/s/ Patrick Cammarata, Attorney-in-Fact for Andrew Hunt	02/03/2023
	** Signature of Reporting Person	Date
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