KKR Knowledge Investors L.P. - 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, 17:12:53 UTC
Prior SEC filing
05 Dec 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
KKR Knowledge Investors L.P. By: KKR Knowledge Investors GP LLC, its general partner By: /s/ Christopher Lee Name: Christopher Lee Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer

Key filing fact

KKR Knowledge Investors L.P. filed Form 4 for KnowBe4, Inc. on 03 Feb 2023.

Key facts

  • This page summarizes KKR Knowledge Investors L.P.'s Form 4 filing for KnowBe4, Inc..
  • 2 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 03 Feb 2023, 17:12.

Change

  • Previous filing in this sequence was filed on 05 Dec 2022.
  • Current net transaction value: -$650,285,786.

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

Disposed to Issuer

Transaction value
$300,000,006
Shares
-12,048,193
Change %
-100%
Price
$24.90
Shares after
0
Date
01 Feb 2023
Ownership
See footnotes
Footnotes
F1, F2, F3, F4

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
$350,285,780
Shares
-14,067,702
Change %
-100%
Price
$24.90
Shares after
0
Date
01 Feb 2023
Ownership
See footnotes
Underlying class
Class A Common Stock
Underlying amount
14,067,702
Exercise price
$0.000000
Footnotes
F3, F4, F5
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

KKR Knowledge Investors L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote F1

Represents 12,048,193 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

The securities reported herein are held by KKR Knowledge Investors L.P. KKR Knowledge Investors GP LLC is the general partner of KKR Knowledge Investors L.P. KKR Next Generation Technology Growth Fund L.P. is the sole member of KKR Knowledge Investors GP LLC. KKR Associates NGT L.P. is the general partner of KKR Next Generation Technology Growth Fund L.P. KKR Next Gen Tech Growth Limited is the general partner of KKR Associates NGT L.P. KKR Group Partnership L.P. is the sole shareholder of KKR Next Gen Tech Growth Limited. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR Group Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR & Co. Inc. is the sole shareholder of KKR Group Co. Inc. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.

Footnote F4

Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. 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 Persons are the beneficial owners of any securities reported herein.

Footnote F5

Represents 14,067,702 shares of the Issuer's Class B Common Stock, par value $0.00001 per share ("Class B Common Stock"), that were disposed of at the Effective Time. At the Effective Time, each outstanding share of the Issuer's Class B Common Stock was canceled and converted into the right to receive $24.90 in cash, without interest, per share.

SEC remarks

Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4.

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