Statement of Changes in Beneficial Ownership (4)
18 November 2021 - 9:02AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
KKR Knowledge Investors L.P. |
2. Issuer Name and Ticker or Trading Symbol
KnowBe4, Inc.
[
KNBE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P., 30 HUDSON YARDS |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/15/2021 |
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(Street)
NEW YORK, NY 10001
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 11/15/2021 | | C(1) | | 2695063 | A | (1) | 2695063 | I | See footnotes (4)(5) |
| Class A Common Stock | 11/15/2021 | | S | | 2695063 | D | $24.72 (2) | 0 | I | See footnotes (4)(5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Class B Common Stock | (3) | 11/15/2021 | | C (1) | | | 2695063 | (3) | (3) | Class A Common Stock | 2695063 | $0 | 26115895 | I | See footnotes (4)(5) |
| Explanation of Responses: |
| (1) | Represents a conversion of Class B common stock, par value $0.00001 ("Class B Common Stock"), of KnowBe4, Inc. (the "Issuer") into an equal number of shares of Class A common stock, par value $0.00001, of the Issuer ("Class A Common Stock"). |
| (2) | This amount represents the $25.75 secondary public offering price per share of Class A Common Stock, less the underwriting discount of $1.03 per share for shares sold pursuant to an underwritten public offering. |
| (3) | Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the Class A Common Stock. Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer. |
| (4) | 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 & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. 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. |
| (5) | 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. |
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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
KKR Knowledge Investors L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY 10001 |
| X |
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KKR Knowledge Investors GP LLC
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY 10001 |
| X |
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KKR Next Generation Technology Growth Fund L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY 10001 |
| X |
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KKR Associates NGT L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY 10001 |
| X |
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KKR Next Gen Tech Growth Ltd
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY 10001 |
| X |
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Signatures
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| KKR Knowledge Investors L.P. By: KKR Knowledge Investors GP LLC, its general partner By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer | | 11/17/2021 |
| **Signature of Reporting Person | Date |
| KKR Knowledge Investors GP LLC By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer | | 11/17/2021 |
| **Signature of Reporting Person | Date |
| KKR Next Generation Technology Growth Fund L.P. By: KKR Associates NGT L.P., general partner, By: KKR Next Gen Tech Growth Limited, its general partner, By: /s/ Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Director | | 11/17/2021 |
| **Signature of Reporting Person | Date |
| KKR Associates NGT L.P. By: KKR Next Gen Tech Growth Limited, its general partner By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Director | | 11/17/2021 |
| **Signature of Reporting Person | Date |
| KKR Next Gen Tech Growth Limited By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Director | | 11/17/2021 |
| **Signature of Reporting Person | Date |
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