Vepf VII Gp, Ltd. - Feb 1, 2023 Form 4 Insider Report for KnowBe4, Inc. (KNBE)

Role: 10%+ Owner
Signature: /s/ Robert F. Smith, Authorized Signatory of Vista Equity Partners Fund VII GP, L.P
Stock symbol: KNBE
Transactions as of: Feb 1, 2023
Transactions value $: $0
Form type: 4
Date filed: 2/3/2023, 03:15 PM
Previous 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	Other		-16.4M	-100%		0	Feb 1, 2023	See footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Vepf VII Gp, Ltd. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On February 1, 2023 (the "Effective Time"), Oranje Merger Sub, Inc. merged with and into KnowBe4, Inc. (the "Issuer") pursuant to an Agreement and Plan of Merger, dated October 11, 2022, by and among the Issuer, Oranje Holdco, Inc. (formerly known as Oranje Holdco, LLC) ("Parent") and Oranje Merger Sub, Inc., Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a direct wholly-owned subsidiary of Parent, an affiliate of Vista Equity Partners Management, LLC. At the Effective Time, the Reporting Persons contributed and transferred to an entity that indirectly owns 100% of the equity interests of Parent all shares of Issuer Class A Common Stock in exchange for newly issued equity interests of Parent.
F2	Prior to the consummation of the Merger, (i) VEPF VII SPV I, L.P., or Vista SPV, was the direct beneficial owner of of 1,875,000 shares of Class A Common Stock and (ii) Vista SPV Holdings was the direct beneficial owner of 14,557,960 shares of Class A Common Stock. Vista Equity Partners Fund VII GP, L.P., or Fund VII GP, is the sole general partner of Vista SPV and Vista SPV Holdings. Fund VII GP's sole general partner is VEPF VII GP, Ltd., or Fund VII UGP. Robert F. Smith is the sole director and one of the members of Fund VII UGP. Consequently, Mr. Smith, Fund VII GP and Fund VII UGP may be deemed the beneficial owners of the shares held by Vista SPV and Vista SPV Holdings. Each of the reporting persons expressly disclaim beneficial ownership of any shares not held directly, except to the extent of its or his pecuniary interest.

Content

On February 1, 2023 (the "Effective Time"), Oranje Merger Sub, Inc. merged with and into KnowBe4, Inc. (the "Issuer") pursuant to an Agreement and Plan of Merger, dated October 11, 2022, by and among the Issuer, Oranje Holdco, Inc. (formerly known as Oranje Holdco, LLC) ("Parent") and Oranje Merger Sub, Inc., Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a direct wholly-owned subsidiary of Parent, an affiliate of Vista Equity Partners Management, LLC. At the Effective Time, the Reporting Persons contributed and transferred to an entity that indirectly owns 100% of the equity interests of Parent all shares of Issuer Class A Common Stock in exchange for newly issued equity interests of Parent.

Prior to the consummation of the Merger, (i) VEPF VII SPV I, L.P., or Vista SPV, was the direct beneficial owner of of 1,875,000 shares of Class A Common Stock and (ii) Vista SPV Holdings was the direct beneficial owner of 14,557,960 shares of Class A Common Stock. Vista Equity Partners Fund VII GP, L.P., or Fund VII GP, is the sole general partner of Vista SPV and Vista SPV Holdings. Fund VII GP's sole general partner is VEPF VII GP, Ltd., or Fund VII UGP. Robert F. Smith is the sole director and one of the members of Fund VII UGP. Consequently, Mr. Smith, Fund VII GP and Fund VII UGP may be deemed the beneficial owners of the shares held by Vista SPV and Vista SPV Holdings. Each of the reporting persons expressly disclaim beneficial ownership of any shares not held directly, except to the extent of its or his pecuniary interest.