KKR Group Partnership L.P. - Aug 16, 2021 Form 4 Insider Report for KnowBe4, Inc. (KNBE)

Role
10%+ Owner
Signature
KKR GROUP PARTNERSHIP L.P. By: KKR Group Holdings Corp., its general partner By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer
Stock symbol
KNBE
Transactions as of
Aug 16, 2021
Transactions value $
-$46,651,086
Form type
4
Date filed
8/18/2021, 05:03 PM
Previous filing
Aug 3, 2021
Next filing
Sep 9, 2021

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 +2.34M 2.34M Aug 16, 2021 See footnotes F1, F4, F5
transaction KNBE Class A Common Stock Sale -$46.7M -2.34M -100% $19.92 0 Aug 16, 2021 See footnotes F2, F4, F5

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 -2.34M -7.52% $0.00 28.8M Aug 16, 2021 Class A Common Stock 2.34M See footnotes F1, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents a conversion of Class B common stock, par value $0.00001 ("Class B Common Stock"), of KnowBe4, Inc. (the "Issuer") into an equal number of shares of Class A common stock, par value $0.00001, of the Issuer ("Class A Common Stock").
F2 This amount represents the $20.75 secondary public offering price per share of Class A Common Stock, less the underwriting discount of $0.83 per share for shares sold pursuant to an underwritten public offering.
F3 Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the Class A Common Stock. Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer.
F4 The securities reported herein are held by KKR Knowledge Investors L.P. KKR Knowledge Investors GP LLC is the general partner of KKR Knowledge Investors L.P. KKR Next Generation Technology Growth Fund L.P. is the sole member of KKR Knowledge Investors GP LLC. KKR Associates NGT L.P. is the general partner of KKR Next Generation Technology Growth Fund L.P. KKR Next Gen Tech Growth Limited is the general partner of KKR Associates NGT L.P. KKR Group Partnership L.P. is the sole shareholder of KKR Next Gen Tech Growth Limited. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.
F5 Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. 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 Persons are the beneficial owners of any securities reported herein.

Remarks:

Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4.