Elephant Partners GP I, LLC - Nov 15, 2021 Form 4 Insider Report for KnowBe4, Inc. (KNBE)

Role
10%+ Owner
Signature
/s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP I, LLC
Stock symbol
KNBE
Transactions as of
Nov 15, 2021
Transactions value $
-$122,776,602
Form type
4
Date filed
11/17/2021, 04:30 PM
Previous filing
Aug 18, 2021
Next filing
Dec 2, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction KNBE Class A Common Stock Conversion of derivative security $0 +4.97M $0.00 4.97M Nov 15, 2021 See footnotes F1, F2, F3
transaction KNBE Class A Common Stock Sale -$123M -4.97M -100% $24.72 0 Nov 15, 2021 See footnotes F2, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction KNBE Class B Common Stock Conversion of derivative security $0 -4.97M -11.82% $0.00 37.1M Nov 15, 2021 Class A Common Stock 4.97M See footnotes F1, F2, F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 Consists of (i) 3,540,723 shares held by Elephant Partners I, L.P., (ii) 310,367 shares held by Elephant Partners II, L.P. for itself and as nominee for Elephant Partners II-B, L.P., and (iii) 1,115,601 shares held by Elephant Partners 2019 SPV-A, L.P. (collectively, the "Elephant Entities"). Elephant Partners GP I, LLC is the general partner of each 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.
F3 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 owner of any securities reported herein.
F4 Pursuant to an underwriting agreement and in connection with a registered public offering of shares of the Issuer's Class A Common Stock, pursuant to a final prospectus dated November 10, 2021, which offering was consummated on November 15, 2021, the Elephant Entities collectively sold 4,966,691 shares of Class A Common Stock, at a price per share of $24.72 (after underwriting discounts and commissions). Each of the Elephant Entities was a selling stockholder in the registered public offering.
F5 Consists of (i) 26,426,861 shares held by Elephant Partners I, L.P., (ii) 2,316,470 shares held by Elephant Partners II, L.P. for itself and as nominee for Elephant Partners II-B, L.P., and (ii) 8,326,492 shares held by Elephant Partners 2019 SPV-A, L.P. Elephant Partners GP I, LLC is the general partner of each 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.