Statement of Changes in Beneficial Ownership (4)
04 February 2023 - 10:13AM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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
|
|
1. Name
and Address of Reporting Person * KKR Knowledge Investors
L.P. |
2. Issuer Name and Ticker or Trading
Symbol KnowBe4, Inc. [ KNBE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
(Last)
(First)
(Middle)
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P., 30 HUDSON
YARDS |
3. Date of Earliest Transaction (MM/DD/YYYY)
2/1/2023
|
(Street)
NEW YORK, NY 10001
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) ___
Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting
Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Class A Common Stock |
2/1/2023 |
|
D |
|
12048193 (1) |
D |
$24.9 (2) |
0 |
I |
See footnotes (3)(4) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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 |
$0 |
2/1/2023 |
|
D |
|
|
14067702 |
(5) |
(5) |
Class A Common Stock |
14067702 |
$24.9 (5) |
0 |
I |
See footnotes (3)(4) |
Explanation of
Responses: |
(1) |
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. |
(2) |
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. |
(3) |
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. |
(4) |
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. |
(5) |
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. |
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
|
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 |
|
|
KKR Knowledge Investors GP LLC
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY 10001 |
|
X |
|
|
KKR Next Generation Technology Growth Fund
L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY 10001 |
|
X |
|
|
KKR Associates NGT L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY 10001 |
|
X |
|
|
KKR Next Gen Tech Growth Ltd
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY 10001 |
|
X |
|
|
Signatures
|
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 |
|
2/3/2023 |
**Signature of Reporting
Person |
Date |
KKR Knowledge Investors GP LLC By: /s/
Christopher Lee Name: Christopher Lee Title: Attorney-in-fact for
Robert H. Lewin, Chief Financial Officer |
|
2/3/2023 |
**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/ Christopher Lee Name:
Christopher Lee Title: Attorney-in-fact for Robert H. Lewin,
Director |
|
2/3/2023 |
**Signature of Reporting
Person |
Date |
KKR Associates NGT L.P. By: KKR Next Gen Tech
Growth Limited, its general partner By: /s/ Christopher Lee Name:
Christopher Lee Title: Attorney-in-fact for Robert H. Lewin,
Director |
|
2/3/2023 |
**Signature of Reporting
Person |
Date |
KKR Next Gen Tech Growth Limited By: /s/
Christopher Lee Name: Christopher Lee Title: Attorney-in-fact for
Robert H. Lewin, Director |
|
2/3/2023 |
**Signature of Reporting
Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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