Kara Wilson - Feb 1, 2023 Form 4 Insider Report for KnowBe4, Inc. (KNBE)

Role
Director
Signature
/s/ Alicia Dietzen, as Attorney-in-Fact
Stock symbol
KNBE
Transactions as of
Feb 1, 2023
Transactions value $
-$17,643,443
Form type
4
Date filed
2/3/2023, 03:04 PM
Previous filing
Jul 19, 2022
Next filing
Jul 17, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction KNBE Class A Common Stock Disposed to Issuer -$294K -11.8K -100% $24.90 0 Feb 1, 2023 Direct F1, F2

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 Stock Option (right to buy) Disposed to Issuer -$17.3M -697K -100% $24.90 0 Feb 1, 2023 Class B Common Stock 697K $3.38 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Kara Wilson is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Represents restricted stock units ("RSUs") that were disposed of at the effective time (the "Effective Time") of the merger (the "Merger") of Oranje Merger Sub, Inc. ("Merger Sub") 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 Merger Sub (the "Merger Agreement").
F2 Pursuant to the terms of the Issuer's Outside Director Compensation Policy, 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 $294,119, which represents $24.90 per vested RSU.
F3 Pursuant to the terms of a stock option agreement between the Reporting Person and the Issuer, this option vested in full in connection with the Merger. At the Effective Time, this option was canceled and converted into the right to receive a cash payment of $14,994,275, 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.

Remarks:

The foregoing descriptions in notes (1), (2) and (3) are qualified in their entirety by reference to the terms of the Merger Agreement. In the event of any conflict between the descriptions above and the terms set forth in the Merger Agreement, the terms set forth in the Merger Agreement shall control.