Shrikrishna Venkataraman Form 4 KnowBe4 / Shrikrishna Venkataraman 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^*

Venkataraman Shrikrishna

(Last)

(First)

(Middle)

C/O KNOWBE4, INC.

33 N. GARDEN AVENUE

(Street)

CLEARWATER

33755

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/14/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/14/2022		C⁽¹⁾		12,800	A	$0⁽¹⁾	389,987⁽²⁾	D
Class A Common Stock	10/14/2022		S⁽³⁾		12,800	D	$24.5	377,187⁽²⁾	D
Class A Common Stock	10/18/2022		C⁽¹⁾		350	A	$0⁽¹⁾	377,537⁽²⁾	D
Class A Common Stock	10/18/2022		S⁽³⁾		350	D	$24.5	377,187⁽²⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$1.02	10/14/2022		M			2,600	⁽⁴⁾	04/05/2028	Class B Common Stock	2,600	$0	651,200	D
Class B Common Stock	$0.0	10/14/2022		M		2,600		⁽¹⁾	⁽¹⁾	Class A Common Stock	2,600	$1.02	2,600	D
Stock Option (right to buy)	$3.42	10/14/2022		M			2,600	⁽⁵⁾	08/28/2029	Class B Common Stock	2,600	$0	251,440	D
Class B Common Stock	$0.0	10/14/2022		M		2,600		⁽¹⁾	⁽¹⁾	Class A Common Stock	2,600	$3.42	5,200	D
Stock Option (right to buy)	$4.97	10/14/2022		M			2,600	⁽⁶⁾	02/26/2030	Class B Common Stock	2,600	$0	345,760	D
Class B Common Stock	$0.0	10/14/2022		M		2,600		⁽¹⁾	⁽¹⁾	Class A Common Stock	2,600	$4.97	7,800	D
Stock Option (right to buy)	$5.6	10/14/2022		M			5,000	⁽⁷⁾	06/01/2030	Class B Common Stock	5,000	$0	249,040	D
Class B Common Stock	$0.0	10/14/2022		M		5,000		⁽¹⁾	⁽¹⁾	Class A Common Stock	5,000	$5.6	12,800	D
Class B Common Stock	$0.0	10/14/2022		C⁽¹⁾			12,800	⁽¹⁾	⁽¹⁾	Class A Common Stock	12,800	$0	0	D
Stock Option (right to buy)	$1.02	10/18/2022		M			200	⁽⁴⁾	04/05/2028	Class B Common Stock	200	$0	651,000	D
Class B Common Stock	$0.0	10/18/2022		M		200		⁽¹⁾	⁽¹⁾	Class A Common Stock	200	$1.02	200	D
Stock Option (right to buy)	$3.42	10/18/2022		M			100	⁽⁵⁾	08/28/2029	Class B Common Stock	100	$0	251,340	D
Class B Common Stock	$0.0	10/18/2022		M		100		⁽¹⁾	⁽¹⁾	Class A Common Stock	100	$3.42	300	D
Stock Option (right to buy)	$4.97	10/18/2022		M			50	⁽⁶⁾	02/26/2030	Class B Common Stock	50	$0	345,710	D
Class B Common Stock	$0.0	10/18/2022		M		50		⁽¹⁾	⁽¹⁾	Class A Common Stock	50	$4.97	350	D
Class B Common Stock	$0.0	10/18/2022		C⁽¹⁾			350	⁽¹⁾	⁽¹⁾	Class A Common Stock	350	$0	0	D

Explanation of Responses:

1. Each share of the Issuer's Class B Common Stock, par value $0.00001 per share (the "Class B Common Stock") is convertible at any time at the option of the holder into one share of the Issuer's Class A Common Stock, par value $0.00001 per share (the "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.

2. Certain of these securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Class A Common Stock, subject to the applicable vesting schedule and conditions of each RSU.

3. The sale of shares reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan entered into by the Reporting Person on May 28, 2021 and subsequently modified on June 1, 2022.

4. Option granted under the the Issuer's 2016 Equity Incentive Plan. Twenty-five percent (25%) of the shares subject to the option vested on April 5, 2019, and, thereafter, the remaining number of shares subject to the option vested in equal monthly installments over the following thirty-six (36) months.

5. Option granted under the Issuer's 2016 Equity Incentive Plan. Twenty-five percent (25%) of the shares subject to the option vested on August 28, 2020, and, thereafter, remaining number of shares subject to the option shall vest in equal monthly installments over the following thirty-six (36) months.

6. Option granted under the Issuer's 2016 Equity Incentive Plan. Twenty-five percent (25%) of the shares subject to the option vested on February 26, 2021, and, thereafter, the remaining number of shares subject to the option shall in equal monthly installments over following thirty-six (36) months.

7. Option granted under the Issuer's 2016 Equity Incentive Plan. Twenty-five percent (25%) of the shares subject to the option shall vest on June 1, 2021, and, thereafter, the remaining number of shares subject to the option shall vest in equal monthly installments over the following thirty-six (36) months.

Remarks:

	/s/ Kristen Wiggins, as Attorney-in-Fact	10/18/2022
	** 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.

Shrikrishna Venkataraman Form 4KnowBe4 / Shrikrishna Venkataraman ownership change