Key facts
- This page summarizes Sjoerd Sjouwerman's Form 4 filing for KnowBe4, Inc..
- 3 reported transactions and 1 derivative row are listed below.
- Accepted by SEC: 03 Feb 2023, 15:02.
Sjoerd Sjouwerman - 01 Feb 2023 Form 4 Insider Report for KnowBe4, Inc.
- Reporting relationship
- Chief Executive Officer, Director
- Issuer ticker
- N/A
- Reported as of
- 01 Feb 2023
- Net transaction value
- -$121,954,622
- SEC form
- 4
- Accepted by SEC
- 03 Feb 2023, 15:02:54 UTC
- Prior SEC filing
- 02 Dec 2022
- Source filing
- View source filing
- Reporting owner signature
- /s/ Alicia Dietzen, as Attorney-in-Fact
Source evidence
Original filing metadata and source links for verification.
4 source fields
Reporting owner
1 detail
Key filing fact
Sjoerd Sjouwerman 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: -$121,954,622.
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
- $12,936,397
- Shares
- -519,534
- Change %
- -100%
- Price
- $24.90
- Shares after
- 0
- Date
- 01 Feb 2023
- Ownership
- Direct
- Footnotes
- F1, F2
KNBE
transaction
Class A Common Stock
Disposed to Issuer
- Transaction value
- $54,509,113
- Shares
- -2,189,121
- Change %
- -100%
- Price
- $24.90
- Shares after
- 0
- Date
- 01 Feb 2023
- Ownership
- See footnote
- Footnotes
- F2, F3
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
- $54,509,113
- Shares
- -2,189,121
- Change %
- -100%
- Price
- $24.90
- Shares after
- 0
- Date
- 01 Feb 2023
- Ownership
- See footnote
- Underlying class
- Class A Common Stock
- Underlying amount
- 2,189,121
- Exercise price
- $0.000000
- Footnotes
- F3, F4
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
Sjoerd Sjouwerman is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 4 footnotes
Footnote F1
Represents 122,769 shares and 396,766 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. 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, (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) the unvested RSUs were canceled and converted into the contingent right to receive a cash payment of $9,879,473 (which represents $24.90 per unvested RSU), which will vest and become payable pursuant to the time-based vesting schedule that the unvested RSUs were subject to immediately prior to the Effective Time.
Footnote F3
The shares are held of record by the Sjouwerman Enterprises Limited Partnership, or SELP. The sole general manager of SELP is Sjouwerman Management, LLC, of which the Reporting Person and his spouse are managers.
Footnote F4
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 was canceled and converted into the right to receive $24.90 in cash, without interest, per share.
SEC remarks
The foregoing descriptions in notes (1), (2) and (4) 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.