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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol KnowBe4, Inc. [ KNBE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||||||||||||||
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| 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) | |||
| 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. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. 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, the Reporting Person is the beneficial owner 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. The Reporting Person 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. |
| 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. The Reporting Person 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. |
| 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. The Reporting Person 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. |
| Remarks: |
| /s/ Alicia Dietzen, as Attorney-in-Fact | 04/27/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||