VEPF VII GP, LTD. - 01 Feb 2023 Form 4 Insider Report for KnowBe4, Inc.

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
03 Feb 2023, 15:15:21 UTC
Prior SEC filing
02 Dec 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Robert F. Smith, Authorized Signatory of Vista Equity Partners Fund VII GP, L.P

Key filing fact

VEPF VII GP, LTD. filed Form 4 for KnowBe4, Inc. on 03 Feb 2023.

Key facts

  • This page summarizes VEPF VII GP, LTD.'s Form 4 filing for KnowBe4, Inc..
  • 1 reported transaction and 0 derivative rows are listed below.
  • Accepted by SEC: 03 Feb 2023, 15:15.

Change

  • Previous filing in this sequence was filed on 02 Dec 2022.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

KNBE transaction

Class A Common Stock

Other

Transaction value
Shares
-16,432,960
Change %
-100%
Price
Shares after
0
Date
01 Feb 2023
Ownership
See footnote
Footnotes
F1, F2
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

VEPF VII GP, LTD. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 2 footnotes

Footnote F1

On February 1, 2023 (the "Effective Time"), Oranje Merger Sub, Inc. merged 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, Inc. (formerly known as Oranje Holdco, LLC) ("Parent") and Oranje Merger Sub, Inc., Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a direct wholly-owned subsidiary of Parent, an affiliate of Vista Equity Partners Management, LLC. At the Effective Time, the Reporting Persons contributed and transferred to an entity that indirectly owns 100% of the equity interests of Parent all shares of Issuer Class A Common Stock in exchange for newly issued equity interests of Parent.

Footnote F2

Prior to the consummation of the Merger, (i) VEPF VII SPV I, L.P., or Vista SPV, was the direct beneficial owner of of 1,875,000 shares of Class A Common Stock and (ii) Vista SPV Holdings was the direct beneficial owner of 14,557,960 shares of Class A Common Stock. Vista Equity Partners Fund VII GP, L.P., or Fund VII GP, is the sole general partner of Vista SPV and Vista SPV Holdings. Fund VII GP's sole general partner is VEPF VII GP, Ltd., or Fund VII UGP. Robert F. Smith is the sole director and one of the members of Fund VII UGP. Consequently, Mr. Smith, Fund VII GP and Fund VII UGP may be deemed the beneficial owners of the shares held by Vista SPV and Vista SPV Holdings. Each of the reporting persons expressly disclaim beneficial ownership of any shares not held directly, except to the extent of its or his pecuniary interest.

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