Joseph P. Disabato - May 16, 2022 Form 4 Insider Report for KnowBe4, Inc. (KNBE)

Role
Director
Signature
/s/ Crystal Orgill, Attorney-in-fact
Stock symbol
KNBE
Transactions as of
May 16, 2022
Transactions value $
$0
Form type
4
Date filed
5/18/2022, 09:54 PM
Previous filing
Feb 25, 2022
SEC
View on sec.gov

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 +2.41M +848591.55% 2.41M May 16, 2022 See Footnotes F1, F2, F3
transaction KNBE Class A Common Stock Gift $0 -2.41M -99.99% $0.00 284 May 16, 2022 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 -2.41M -26.28% 6.76M May 16, 2022 Class A Common Stock 2.41M See Footnotes F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Joseph P. Disabato is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of 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. The Class B Common Stock has no expiration date.
F2 The Reporting Person is a managing director of Goldman Sachs & Co. LLC ("Goldman Sachs"). Goldman Sachs is a direct subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). Effective May 16, 2022, the Reporting Person ceased to be a member of the board of directors of KnowBe4, Inc.
F3 After giving effect to the donation on May 16, 2022, Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 284 shares of the Issuer's Class A Common Stock and 6,761,033 shares of the Issuer's Class B Common Stock beneficially owned directly by certain investment partnerships (the "GS Funds"), because affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing general partner, managing partner, managing member or member of each of the GS Funds. Goldman Sachs is the investment manager of the GS Funds. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any.
F4 This transaction represents a donation of shares of the Issuer's Class A Common Stock to a charity.