August 9, 2021
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| VIA EDGAR |
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| U.S. Securities and Exchange Commission |
| Division of Corporation Finance |
| 100 F Street, N.E. |
| Washington, D.C. 20549-3720 |
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| Attention: | Alexandra Barone |
| Jan Woo |
| Kathleen Collins |
| Melissa Kindelan |
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| Re: | KnowBe4, Inc. |
| Registration Statement on Form S-1 |
| Registration No. 333-258635 |
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| Acceleration Request |
| | Requested Date: August 11, 2021 |
| | Requested Time: 5:00 P.M. Eastern Time |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, BofA Securities, Inc. and KKR Capital Markets LLC, as representatives of the several underwriters, hereby join KnowBe4, Inc. in requesting that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-258635) (the “Registration Statement”) to become effective on August 11, 2021, at 5:00 PM, Eastern Time, or as soon as practicable thereafter.
Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.
We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.
[Signature Page Follows]
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| Very truly yours, |
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| Morgan Stanley & Co. LLC |
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| By: | /s/ Rizvan Dhalla |
| Name: | Rizvan Dhalla |
| Title: | Managing Director |
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| Goldman Sachs & Co. LLC |
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| By: | /s/ William D. Connolly III |
| Name: | William D. Connolly III |
| Title: | Managing Director |
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| BofA Securities, Inc. |
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| By: | /s/ Magdalena Heinrich |
| Name: | Magdalena Heinrich |
| Title: | Managing Director |
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| KKR Capital Markets LLC |
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| By: | /s/ David Bauer |
| Name: | David Bauer |
| Title: | Managing Director |
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| cc: | Shrikrishna Venkataraman, KnowBe4, Inc |
| Mark T. Bettencourt, Goodwin Procter LLP |
| Joseph C. Theis, Jr., Goodwin Procter LLP |
| Jesse Nevarez, Goodwin Procter LLP |
| Tony Jeffries, Wilson Sonsini Goodrich & Rosati, P.C. |
| Megan J. Baier, Wilson Sonsini Goodrich & Rosati, P.C. |
[Signature Page to Acceleration Request]
