UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
KNOWBE4, INC.
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(Name of Issuer)
Class A common stock, par value $0.00001 per share
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(Title of Class of Securities)
49926T104
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(CUSIP Number)
December 31, 2021
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[] Rule 13d-1(b)
[] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Page 1 of 19
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CUSIP No. 49926T104 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
THE GOLDMAN SACHS GROUP, INC.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization
Delaware
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
11,486,281
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
11,486,281
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
11,486,281
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
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11. Percent of Class Represented by Amount in Row (9)
21.8 %*
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12. Type of Reporting Person
HC-CO
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*This percentage is calculated based on 41,284,175 shares of Class A Common
Stock outstanding as of November 10, 2021 as reported by the Issuer in its
Form 424B4, filed with the United States Securities and Exchange Commission
on November 12, 2021 (the "Form 424B4"), plus 11,481,032 shares of Class B
Common Stock held by the Reporting Persons (as defined in Item 2(a) below)
and assuming the conversion of such shares into shares of Class A Common Stock
(as defined in Item 2(d) below) on a one-for-one basis.
Page 2 of 19
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CUSIP No. 49926T104 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN SACHS & CO. LLC
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization
New York
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
11,486,281
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
11,486,281
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
11,486,281
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
21.8 %*
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12. Type of Reporting Person
BD-OO-IA
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*This percentage is calculated based on 41,284,175 shares of Class A Common
Stock outstanding as of November 10, 2021 as reported by the Issuer in its
Form 424B4, filed with the United States Securities and Exchange Commission
on November 12, 2021 (the "Form 424B4"), plus 11,481,032 shares of Class B
Common Stock held by the Reporting Persons (as defined in Item 2(a) below)
and assuming the conversion of such shares into shares of Class A Common Stock
(as defined in Item 2(d) below) on a one-for-one basis.
Page 3 of 19
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CUSIP No. 49926T104 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization
Delaware
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
10,434,737
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
10,434,737
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
10,434,737**
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
19.8 %*
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12. Type of Reporting Person
OO
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*This percentage is calculated based on 41,284,175 shares of Class A Common
Stock outstanding as of November 10, 2021 as reported by the Issuer in its
Form 424B4, filed with the United States Securities and Exchange Commission
on November 12, 2021 (the "Form 424B4"), plus 11,481,032 shares of Class B
Common Stock held by the Reporting Persons (as defined in Item 2(a) below)
and assuming the conversion of such shares into shares of Class A Common Stock
(as defined in Item 2(d) below) on a one-for-one basis.
**Represents shares of Class B Common Stock of the Issuer, which are
convertible into shares of Class A Common Stock on a one for one basis.
Page 4 of 19
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CUSIP No. 49926T104 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization
Delaware
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
1,046,295
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,046,295
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,046,295**
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
2.0 %*
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12. Type of Reporting Person
OO
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*This percentage is calculated based on 41,284,175 shares of Class A Common
Stock outstanding as of November 10, 2021 as reported by the Issuer in its
Form 424B4, filed with the United States Securities and Exchange Commission
on November 12, 2021 (the "Form 424B4"), plus 11,481,032 shares of Class B
Common Stock held by the Reporting Persons (as defined in Item 2(a) below)
and assuming the conversion of such shares into shares of Class A Common Stock
(as defined in Item 2(d) below) on a one-for-one basis.
**Represents shares of Class B Common Stock of the Issuer, which are
convertible into shares of Class A Common Stock on a one for one basis.
Page 5 of 19
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CUSIP No. 49926T104 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
STONEBRIDGE 2017, L.P.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
715,570
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
715,570
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
715,570**
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.4 %*
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12. Type of Reporting Person
PN
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*This percentage is calculated based on 41,284,175 shares of Class A Common
Stock outstanding as of November 10, 2021 as reported by the Issuer in its
Form 424B4, filed with the United States Securities and Exchange Commission
on November 12, 2021 (the "Form 424B4"), plus 11,481,032 shares of Class B
Common Stock held by the Reporting Persons (as defined in Item 2(a) below)
and assuming the conversion of such shares into shares of Class A Common Stock
(as defined in Item 2(d) below) on a one-for-one basis.
**Represents shares of Class B Common Stock of the Issuer, which are
convertible into shares of Class A Common Stock on a one for one basis.
Page 6 of 19
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CUSIP No. 49926T104 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
STONEBRIDGE 2017 OFFSHORE, L.P.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
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4. Citizenship or Place of Organization
Cayman Islands
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
330,725
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
330,725
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
330,725**
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.6 %*
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12. Type of Reporting Person
PN
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*This percentage is calculated based on 41,284,175 shares of Class A Common
Stock outstanding as of November 10, 2021 as reported by the Issuer in its
Form 424B4, filed with the United States Securities and Exchange Commission
on November 12, 2021 (the "Form 424B4"), plus 11,481,032 shares of Class B
Common Stock held by the Reporting Persons (as defined in Item 2(a) below)
and assuming the conversion of such shares into shares of Class A Common Stock
(as defined in Item 2(d) below) on a one-for-one basis.
**Represents shares of Class B Common Stock of the Issuer, which are
convertible into shares of Class A Common Stock on a one for one basis.
Page 7 of 19
Item 1(a). Name of Issuer:
KNOWBE4, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
33 NORTH GARDEN AVENUE
CLEARWATER, FL 33755
Item 2(a). Name of Persons Filing:
THE GOLDMAN SACHS GROUP, INC.
GOLDMAN SACHS & CO. LLC
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
STONEBRIDGE 2017, L.P.
STONEBRIDGE 2017 OFFSHORE, L.P.
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal business office of each of the
Reporting Persons is:
200 West Street
New York, NY 10282
Item 2(c). Citizenship:
THE GOLDMAN SACHS GROUP, INC. - Delaware
GOLDMAN SACHS & CO. LLC - New York
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. - Delaware
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. - Delaware
STONEBRIDGE 2017, L.P. - Delaware
STONEBRIDGE 2017 OFFSHORE, L.P. - Cayman Islands
Item 2(d). Title of Class of Securities:
Class A common stock, par value $0.00001 per share
Item 2(e). CUSIP Number:
49926T104
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
(a).[_] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b).[_] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c).[_] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d).[_] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e).[_] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f).[_] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[_] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h).[_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).[_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j).[_] A non-U.S. institution in accordance with
Rule 13d-1(b)(1)(ii)(J);
(k).[_] A group, in accordance with Rule 13d-1(b)(1)(ii)
(A) through (K).
If filing as a non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J), please specify the type of institution:
Page 8 of 19
Item 4. Ownership.*
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s)to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Clients of the Reporting Person(s) have or may have the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, securities
held in their accounts. Clients known to have such right or
power with respect to more than 5% of the class of
securities to which this report relates are:
NONE
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
See Exhibit (99.2)
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
--------------------------
*In accordance with the Securities and Exchange Commission Release No.
34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities
beneficially owned by certain operating units (collectively, the "Goldman Sachs
Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and
affiliates (collectively, "GSG"). This filing does not reflect securities, if
any, beneficially owned by any operating units of GSG whose ownership of
securities is disaggregated from that of the Goldman Sachs Reporting Units in
accordance with the Release. The Goldman Sachs Reporting Units disclaim
beneficial ownership of the securities beneficially owned by (i) any client
accounts with respect to which the Goldman Sachs Reporting Units or their
employees have voting or investment discretion or both, or with respect to
which there are limits on their voting or investment authority or both and
(ii) certain investment entities of which the Goldman Sachs Reporting Units
act as the general partner, managing general partner or other manager, to the
extent interests in such entities are held by persons other than the Goldman
Sachs Reporting Units.
Page 9 of 19
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: February 14, 2022,
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
GOLDMAN SACHS & CO. LLC
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
STONEBRIDGE 2017, L.P.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
STONEBRIDGE 2017 OFFSHORE, L.P.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Page 10 of 19
INDEX TO EXHIBITS
Exhibit No. Exhibit
----------- -------
99.1 Joint Filing Agreement
99.2 Item 7 Information
99.3 Power of Attorney, relating to
THE GOLDMAN SACHS GROUP, INC.
99.4 Power of Attorney, relating to
GOLDMAN SACHS & CO. LLC
99.5 Power of Attorney, relating to
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
99.6 Power of Attorney, relating to
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
99.7 Power of Attorney, relating to
STONEBRIDGE 2017, L.P.
99.8 Power of Attorney, relating to
STONEBRIDGE 2017 OFFSHORE, L.P.
Page 11 of 19
EXHIBIT (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13G (including any and all amendments thereto) with respect to the
Class A common stock, par value $0.00001 per share, of KNOWBE4, INC.
and further agree to the filing of this agreement as an Exhibit thereto.
In addition, each party to this Agreement expressly authorizes each other party
to this Agreement to file on its behalf any and all amendments to such Statement
on Schedule 13G.
Date: February 14, 2022,
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
GOLDMAN SACHS & CO. LLC
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
STONEBRIDGE 2017, L.P.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
STONEBRIDGE 2017 OFFSHORE, L.P.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Page 12 of 19
EXHIBIT (99.2)
ITEM 7 INFORMATION
The securities being reported on by The GOLDMAN SACHS GROUP, INC. ("GS Group"),
as a parent holding company, are owned, directly or indirectly, by
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.,
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C., STONEBRIDGE 2017, L.P., and
STONEBRIDGE 2017 OFFSHORE, L.P. (collectively, the "GS Investing Entities"), or
are owned, or may be deemed to be beneficially owned by GOLDMAN SACHS & CO. LLC
("Goldman Sachs"), a broker or dealer registered under Section 15 of the Act
and an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940. The GS Investing Entities and/or affiliates
of GS Group and Goldman Sachs are the general partner, managing limited partner
or managing partner of the GS Investing Entities. Goldman Sachs serves as the
investment manager of certain of the GS Investing Entities and is a subsidiary
of GS Group.
Page 13 of 19
EXHIBIT (99.3)
POWER OF ATTORNEY
KNOW ALL PERSONS BYTHESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the
"Company") does hereby make, constitute and appoint each Stephanie Snyder,
Terry Mosher, Constance Birch, Rachel Fraizer, Imad Ismail, Jamie Minieri,
Stephanie Quintero, and Terrance Grey, acting individually, its true and
lawful attorney, to execute and deliver in its name and on its behalf,
whether the Company is acting individually or as representative of
others, any and all filings required to be made by the Company pursuant
to Rule 13f-1 or Regulation 13D-G under the Securities Exchange Act
of 1934, (as amended, the "Act"), which may be required of the Company
with respect to securities which may be deemed to be beneficially
owned by the Company under the Act, giving and granting unto each said
Attorney-in-fact power and authority to act in the premises as fully and to
all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said Attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until January 1,
2023 unless earlier revoked by written instrument, or in the event an
Attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc. or
one of its affiliates or ceases to perform the function in connection with
which he or she was appointed Attorney-in-fact prior to January 1, 2023, this
Power of Attorney shall cease to have effect in relation to such
Attorney-in-fact upon such cessation but shall continue in full force and
effect in relation to the remaining Attorneys-in-fact. The Company has the
unrestricted right unilaterally to revoke the Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
This Power of Attorney supersedes the Power of Attorney granted by the Company
to Stephanie Snyder, Jerry Li, Nicole Clark, Jamie Minieri, Terry Mosher,
Rachel Fraizer, and Terrance Grey on December 16, 2020.
IN WITNESS WHERE OF, the under signed has duly subscribed these presents as of
December 1 2021.
GOLDMAN SACHS & C0. LLC
By: /s/ David Thomas
____________________________
Name: David Thomas
Title: Deputy General Counsel
Page 14 of 19
EXHIBIT (99.4)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS & CO. LLC (the
"Company") does hereby make, constitute and appoint each Stephanie Snyder,
Terry Mosher, Constance Birch, Rachel Fraizer, Imad Ismail, Jamie Minieri,
Stephanie Quintero, and Terrance Grey, acting individually, its true
and lawful attorney, to execute and deliver in its name and on its
behalf, whether the Company is acting individually or as representative
of others, any and all filings required to be made by the Company
pursuant to Rule 13f-1 or Regulation 13D-G under the Securities Exchange
Act of 1934, (as amended, the "Act"), which may be required of the Company
with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said
Attorney-in-fact power and authority to act in the premises as fully and to
all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said Attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until January 1,
2023 unless earlier revoked by written instrument, or in the event an
Attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc. or
one of its affiliates or ceases to perform the function in connection with
which he or she was appointed Attorney-in-fact prior to January 1, 2023, this
Power of Attorney shall cease to have effect in relation to such
Attorney-in-fact upon such cessation but shall continue in full force and
effect in relation to the remaining Attorneys-in-fact. The Company has the
unrestricted right unilaterally to revoke the Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
This Power of Attorney supersedes the Power of Attorney granted by the Company
to Stephanie Snyder, Jerry Li, Nicole Clark, Jamie Minieri, Terry Mosher,
Rachel Fraizer, and Terrance Grey on December 16, 2020.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2021.
GOLDMAN SACHS & C0. LLC
By: /s/ David Thomas
____________________________
Name: David Thomas
Title: Managing Director
Page 15 of 19
EXHIBIT (99.5)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that BROAD STREET PRINCIPAL INVESTMENTS,
L.L.C. (the "Company") does hereby make, constitute and appoint each of
Stephanie Snyder, Jamie Minieri, Terry Mosher, Rachel Fraizer, and Terrance
Grey (and any other employee of The Goldman Sachs Group, Inc. or one of its
affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in its name
and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said attorney-in-fact
power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said
attorney in- fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted ceases) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 3, 2021.
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Vice President
Page 16 of 19
EXHIBIT (99.6)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET OPPORTUNITY ADVISORS,
L.L.C. (the "Company") does hereby make, constitute and appoint each of
Stephanie Snyder, Jamie Minieri, Terry Mosher, Rachel Fraizer, and Terrance
Grey (and any other employee of The Goldman Sachs Group, Inc. or one of its
affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in its name
and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the
"Act"),with respect to securities which maybe deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to actin the premises as fully and to all
intents and purposes as the Company might or could do if personally present by
one of its authorized signatories, hereby ratifying and confirming all that
said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted ceases) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 2, 2021.
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
By: /s/ Carey Ziegler
____________________________
Name: Carey Ziegler
Title: Vice President & Secretary
Page 17 of 19
EXHIBIT (99.7)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS STONEBRIDGE 2017, L.P. (the "Company")
does hereby make, constitute and appoint each of Stephanie Snyder,
Jamie Minieri, Terry Mosher, Rachel Fraizer, and Terrance Grey
(and any other employee of The Goldman Sachs Group, Inc. or one
of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and
deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act
of 1934, (as amended, the "Act"), with respect to securities which maybe
deemed to be beneficially owned by the Company under the Act, giving and
granting unto each said attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted ceases) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 2, 2021.
STONEBRIDGE 2017, L.P.
By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C., its general partner
By: /s/ Carey Ziegler
____________________________
Name: Carey Ziegler
Title: Vice President & Secretary
Page 18 of 19
EXHIBIT (99.8)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS StoneBridge 2017 Offshore, L.P. (the
"Company") does hereby make, constitute and appoint each Stephanie Snyder,
Jamie Minieri, Terry Mosher, Rachel Fraizer, and Terrance Grey (and any other
employee of The Goldman Sachs Group, Inc. or one of its affiliates designated
in writing by one of the attorneys-in-fact), acting individually, its true and
lawful attorney, to execute and deliver in its name and on its behalf whether
the Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act
of 1934, (as amended, the "Act"), with respect to securities which maybe
deemed to be beneficially owned by the Company under the Act, giving and
granting unto each said attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted ceases) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 2, 2021.
StoneBridge 2017 Offshore, L.P.
By: Bridge Street Opportunity Advisors, L.L.C., its general partner
By: /s/ Carey Ziegler
____________________________
Name: Carey Ziegler
Title: Vice President & Secretary
Page 19 of 19