| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | KNBE | Class A Common Stock | Tax liability | $360,759 | -14,665 | -3.9% | $24.60 | 364,083 | 15 Nov 2022 | Direct | F1, F2, F3 |
| transaction | KNBE | Class A Common Stock | Disposed to Issuer | $9,065,667 | -364,083 | -100% | $24.90 | 0 | 01 Feb 2023 | Direct | F3, F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | KNBE | Stock Option (right to buy) | Disposed to Issuer | $11,385,276 | -457,240 | -100% | $24.90 | 0 | 01 Feb 2023 | Class B Common Stock | 457,240 | $1.02 | Direct | F5 |
| transaction | KNBE | Stock Option (right to buy) | Disposed to Issuer | $4,538,772 | -182,280 | -100% | $24.90 | 0 | 01 Feb 2023 | Class B Common Stock | 182,280 | $3.42 | Direct | F6 |
| transaction | KNBE | Stock Option (right to buy) | Disposed to Issuer | $8,312,616 | -333,840 | -100% | $24.90 | 0 | 01 Feb 2023 | Class B Common Stock | 333,840 | $4.97 | Direct | F7 |
| transaction | KNBE | Stock Option (right to buy) | Disposed to Issuer | $6,201,096 | -249,040 | -100% | $24.90 | 0 | 01 Feb 2023 | Class B Common Stock | 249,040 | $5.60 | Direct | F8 |
| transaction | KNBE | Stock Option (right to buy) | Disposed to Issuer | $2,351,556 | -94,440 | -100% | $24.90 | 0 | 01 Feb 2023 | Class B Common Stock | 94,440 | $5.85 | Direct | F9 |
Shrikrishna Venkataraman is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Shares withheld by KnowBe4, Inc. (the "Issuer") to satisfy tax withholding obligations in connection with the vesting of restricted stock units ("RSUs") based on the closing price of the Issuer's Class A common stock on Nasdaq on November 15, 2022. |
| F2 | The number of shares of Class A common stock beneficially owned following this transaction reflects (i) the forfeiture of one additional share of the Issuer's Class A common stock on August 20, 2021 (in addition to the 11 shares disclosed as forfeited by the Reporting Person on Form 4 on August 24, 2021) and (ii) 1,562 shares of Class A common stock acquired pursuant to the Issuer's 2021 Employee Stock Purchase Plan on November 22, 2021. |
| F3 | Represents 180,275 shares and 183,808 RSUs 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. |
| F4 | At the Effective Time, (i) 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, and (ii) pursuant to the terms of the Issuer's Outside Director Compensation Policy and/or RSU award agreements between the Issuer and the Reporting Person, the RSUs vested in full in connection with the Merger. At the Effective Time, the vested RSUs were canceled and converted into the right to receive a cash payment of $4,576,819, which represents $24.90 per vested RSU. |
| F5 | This option was fully vested at the Effective Time. At the Effective Time, this option was canceled and converted into the right to receive a cash payment of $10,918,891, which represents the difference between (i) the exercise price of the option and (ii) the product of $24.90 and the number of shares subject to the option. |
| F6 | This option was fully vested at the Effective Time. At the Effective Time, this option was canceled and converted into the right to receive a cash payment of $3,915,374, which represents the difference between (i) the exercise price of the option and (ii) the product of $24.90 and the number of shares subject to the option. |
| F7 | This option was fully vested at the Effective Time. At the Effective Time, this option was canceled and converted into the right to receive a cash payment of $6,653,431, which represents the difference between (i) the exercise price of the option and (ii) the product of $24.90 and the number of shares subject to the option. |
| F8 | This option was fully vested at the Effective Time. At the Effective Time, this option was canceled and converted into the right to receive a cash payment of $4,806,472, which represents the difference between (i) the exercise price of the option and (ii) the product of $24.90 and the number of shares subject to the option. |
| F9 | This option was fully vested at the Effective Time. At the Effective Time, this option was canceled and converted into the right to receive a cash payment of $1,799,082, which represents the difference between (i) the exercise price of the option and (ii) the product of $24.90 and the number of shares subject to the option. |