| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | KNBE | Class A Common Stock | Disposed to Issuer | $425M | +17.1M | $24.90 | 0 | Feb 1, 2023 | See footnotes | F1, F2, F4, F5 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | KNBE | Class B Common Stock | Disposed to Issuer | -$498M | -20M | -100% | $24.90 | 0 | Feb 1, 2023 | Class A Common Stock | 20M | $0.00 | See footnotes | F3, F5, F6 |
Jeremiah Daly is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Represents 17,069,823 shares of Class A Common Stock, par value $0.00001 per share ("Class A Common Stock"), that were disposed of at the effective time (the "Effective Time") of the merger (the "Merger") of Oranje Merger Sub, Inc. 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, LLC and Oranje Merger Sub, Inc. |
| F2 | At the Effective Time, each outstanding share of the Issuer's Class A Common Stock was canceled and converted into the right to receive $24.90 in cash, without interest, per share. |
| F3 | Represents shares that were disposed of at the Effective Time. At the Effective Time, each outstanding share of the Issuer's Class B Common Stock, par value $0.00001 per share, was canceled and converted into the right to receive $24.90 in cash, without interest, per share. |
| F4 | Consists of (i) 12,168,977 shares of Class A Common Stock held by Elephant Partners I, L.P., (ii) 1,066,682 shares of Class A Common Stock held by Elephant Partners II, L.P. for itself and as nominee for Elephant Partners II-B, L.P., and (iii) 3,834,164 shares of Class A Common Stock 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. 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. |
| F5 | The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the 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, the Reporting Person is the beneficial owner of any securities reported herein. |
| F6 | Consists of (i) 14,257,884 shares of Class B Common Stock held by Elephant Partners I, L.P., (ii) 1,249,788 shares of Class B Common Stock held by Elephant Partners II, L.P. for itself and as nominee for Elephant Partners II-B, L.P., and (iii) 4,492,328 shares of Class B Common Stock 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. 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. |