Key facts
- This page summarizes Jeremiah Daly's Form 4 filing for KnowBe4, Inc..
- 2 reported transactions and 1 derivative row are listed below.
- Accepted by SEC: 03 Feb 2023, 15:27.
Jeremiah Daly - 01 Feb 2023 Form 4 Insider Report for KnowBe4, Inc.
- Reporting relationship
- Director, 10%+ Owner
- Issuer ticker
- N/A
- Reported as of
- 01 Feb 2023
- Net transaction value
- -$72,961,407
- SEC form
- 4
- Accepted by SEC
- 03 Feb 2023, 15:27:15 UTC
- Prior SEC filing
- 02 Dec 2022
- Source filing
- View source filing
- Reporting owner signature
- /s/ Patrick Cammarata, Attorney-in-Fact
Source evidence
Original filing metadata and source links for verification.
4 source fields
Reporting owner
1 detail
Key filing fact
Jeremiah Daly filed Form 4 for KnowBe4, Inc. on 03 Feb 2023.
Change
- Previous filing in this sequence was filed on 02 Dec 2022.
- Current net transaction value: -$72,961,407.
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
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
KNBE
transaction
Class A Common Stock
Disposed to Issuer
- Transaction value
- $425,038,593
- Shares
- +17,069,823
- Change %
- Price
- $24.90
- Shares after
- 0
- Date
- 01 Feb 2023
- Ownership
- See footnotes
- Footnotes
- F1, F2, F4, F5
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
KNBE
transaction
Derivative
Class B Common Stock
Disposed to Issuer
- Transaction value
- $498,000,000
- Shares
- -20,000,000
- Change %
- -100%
- Price
- $24.90
- Shares after
- 0
- Date
- 01 Feb 2023
- Ownership
- See footnotes
- Underlying class
- Class A Common Stock
- Underlying amount
- 20,000,000
- Exercise price
- $0.000000
- Footnotes
- F3, F5, F6
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
Jeremiah Daly is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 6 footnotes
Footnote F1
Represents 17,069,823 shares of Class A Common Stock, par value $0.00001 per share ("Class A Common Stock"), 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.
Footnote F2
At the Effective Time, 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.
Footnote F3
Represents shares that were disposed of at the Effective Time. At the Effective Time, each outstanding share of the Issuer's Class B Common Stock, par value $0.00001 per share, was canceled and converted into the right to receive $24.90 in cash, without interest, per share.
Footnote F4
Consists of (i) 12,168,977 shares of Class A Common Stock held by Elephant Partners I, L.P., (ii) 1,066,682 shares of Class A Common Stock held by Elephant Partners II, L.P. for itself and as nominee for Elephant Partners II-B, L.P., and (iii) 3,834,164 shares of Class A Common Stock held by Elephant Partners 2019 SPV-A, L.P. (collectively, the "Elephant Entities"). Elephant Partners GP I, LLC is the general partner of each of Elephant Partners I, L.P. and Elephant Partners 2019 SPV-A, L.P., and Elephant Partners GP II, LLC is the general partner of each of Elephant Partners II, L.P. and Elephant Partners II-B, L.P. The Reporting Person and Andrew Hunt are the managing members of each of Elephant Partners GP I, LLC and Elephant Partners GP II, LLC and may be deemed to have voting and dispositive power over the shares held by each of the Elephant Entities.
Footnote F5
The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein, and the filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Person is the beneficial owner of any securities reported herein.
Footnote F6
Consists of (i) 14,257,884 shares of Class B Common Stock held by Elephant Partners I, L.P., (ii) 1,249,788 shares of Class B Common Stock held by Elephant Partners II, L.P. for itself and as nominee for Elephant Partners II-B, L.P., and (iii) 4,492,328 shares of Class B Common Stock held by Elephant Partners 2019 SPV-A, L.P. Elephant Partners GP I, LLC is the general partner of each of Elephant Partners I, L.P. and Elephant Partners 2019 SPV-A, L.P., and Elephant Partners GP II, LLC is the general partner of each of Elephant Partners II, L.P. and Elephant Partners II-B, L.P. The Reporting Person and Andrew Hunt are the managing members of each of Elephant Partners GP I, LLC and Elephant Partners GP II, LLC and may be deemed to have voting and dispositive power over the shares held by each of the Elephant Entities.