Elephant Partners 2019 SPV-A 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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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)
04/26/2021

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
Common Stock	04/26/2021		C		44,124,560	A	$0(1)(2)(3)	45,453,480	I	See footnote(4)(5)
Common Stock	04/26/2021		J(6)		45,453,480	D	$0(6)	0	I	See footnote(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
Series A Convertible Preferred Stock	(1)	04/26/2021		C			30,525,040	(1)	(1)	Common Stock	30,525,040	$0(1)	0	I	See footnote(4)(7)
Series A-1 Convertible Preferred Stock	(2)	04/26/2021		C			667,840	(2)	(2)	Common Stock	667,840	$0(2)	0	I	See footnote(4)(7)
Series C-1 Convertible Preferred Stock	(3)	04/26/2021		C			12,931,680	(3)	(3)	Common Stock	12,931,680	$0(3)	0	I	See footnote(4)(8)
Class B Common Stock	(6)	04/26/2021		J(6)		45,453,480		(6)	(6)	Class A Common Stock	45,453,480	$0(6)	45,453,480	I	See footnote(4)(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. Each share of Series A Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Class A Common Stock (the "IPO") and had no expiration date.

2. Each share of Series A-1 Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the IPO and had no expiration date.

3. Each share of Series C-1 Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the IPO and had no expiration date.

4. 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 owners of any securities reported herein.

5. Consists of (i) 32,403,520 shares held by Elephant Partners I, L.P., (ii) 2,840,360 shares held by Elephant Partners II, L.P. for itself and as nominee for Elephant Partners II-B, L.P., and (iii) 10,209,600 shares held by Elephant Partners 2019 SPV-A, L.P. (collectively, the "Elephant Entities"). Elephant Partners GP I, LLC is the general partner 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.

6. Pursuant to a reclassification exempt under Rule 16b-7 (the "Reclassification"), each share of the Issuer's common stock, par value $0.00001 (the "Common Stock"), was automatically reclassified into one share of the Issuer's Class B Common Stock, par value $0.00001 per share (the "Class B Common Stock"), immediately prior to the closing of the IPO of the Issuer's Class A Common Stock, par value $0.00001 per share (the "Class A 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.

7. 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.

8. 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:

	/s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP I, LLC	04/27/2021
	/s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP II, LLC	04/27/2021
	/s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP I, LLC, the general partner of Elephant Partners I, L.P.	04/27/2021
	/s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP II, LLC, the general partner of Elephant Partners II, L.P.	04/27/2021
	/s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP II, LLC, the general partner of Elephant Partners II-B, L.P.	04/27/2021
	/s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP I, LLC, the general partner of Elephant Partners 2019 SPV-A, L.P.	04/27/2021
	/s/ Patrick Cammarata, Attorney-in-Fact for Andrew Hunt	04/27/2021
	** Signature of Reporting Person	Date
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