Shrikrishna Venkataraman - 22 Feb 2022 Form 4 Insider Report for KnowBe4, Inc.

Role: Co-President & CFO
Signature: /s/ Alicia Dietzen, as Attorney-in-Fact
Issuer symbol: N/A
Transactions as of: 22 Feb 2022
Net transactions value: $0
Form type: 4
Filing time: 24 Feb 2022, 15:19:58 UTC
Previous filing: 16 Feb 2022
Next filing: 13 Jun 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	Award	$0	+68,750	+16%	$0.000000	508,703	22 Feb 2022	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Represents restricted stock units ("RSUs") earned by the Reporting Person in connection with the achievement of performance conditions for the period ended December 31, 2021 that were granted on April 8, 2021. Each RSU represents a contingent right to receive one share of KnowBe4, Inc.'s (the "Issuer") Class A common stock ("Class A Common Stock"). On February 22, 2022, the Issuer's Compensation Committee determined the applicable performance conditions had been achieved. As a result, subject to the Reporting Person's continuing as a Service Provider (as defined in the Issuer's 2021 Equity Incentive Plan) through each such date, one-third (1/3) of the RSUs shall vest on May 15, 2022 (the "First Vesting Date"), and one-twelfth (1/12) of the RSUs shall vest each quarter on each Quarterly Vesting Date after the First Vesting Date. "Quarterly Vesting Date" shall mean the first trading day on or after each of August 15, November 15, February 15 and May 15.
F2	Certain of these securities are RSUs. Each RSU represents a contingent right to receive one share of Class A Common Stock, subject to the applicable vesting schedule and conditions of each RSU.

Content

Represents restricted stock units ("RSUs") earned by the Reporting Person in connection with the achievement of performance conditions for the period ended December 31, 2021 that were granted on April 8, 2021. Each RSU represents a contingent right to receive one share of KnowBe4, Inc.'s (the "Issuer") Class A common stock ("Class A Common Stock"). On February 22, 2022, the Issuer's Compensation Committee determined the applicable performance conditions had been achieved. As a result, subject to the Reporting Person's continuing as a Service Provider (as defined in the Issuer's 2021 Equity Incentive Plan) through each such date, one-third (1/3) of the RSUs shall vest on May 15, 2022 (the "First Vesting Date"), and one-twelfth (1/12) of the RSUs shall vest each quarter on each Quarterly Vesting Date after the First Vesting Date. "Quarterly Vesting Date" shall mean the first trading day on or after each of August 15, November 15, February 15 and May 15.

Certain of these securities are RSUs. Each RSU represents a contingent right to receive one share of Class A Common Stock, subject to the applicable vesting schedule and conditions of each RSU.