KKR Knowledge Investors L.P. - Nov 15, 2021 Form 4 Insider Report for KnowBe4, Inc. (KNBE)

Role: 10%+ Owner
Signature: KKR Knowledge Investors L.P. By: KKR Knowledge Investors GP LLC, 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: Nov 15, 2021
Transactions value $: -$66,621,957
Form type: 4
Date filed: 11/17/2021, 04:00 PM
Previous filing: Aug 18, 2021
Next filing: Dec 5, 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		+2.7M			2.7M	Nov 15, 2021	See footnotes	F1, F4, F5
transaction	KNBE	Class A Common Stock	Sale	-$66.6M	-2.7M	-100%	$24.72	0	Nov 15, 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	-2.7M	-9.35%	$0.00	26.1M	Nov 15, 2021	Class A Common Stock	2.7M		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 $25.75 secondary public offering price per share of Class A Common Stock, less the underwriting discount of $1.03 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.