SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT UNDER
SECTION 13(E)
OF THE SECURITIES ACT OF 1934
Amendment No. 3
KNOWBE4, INC.
(Name of the Issuer)
KnowBe4, Inc.
Oranje Holdco, LLC
VEPF VII SPV I, L.P.
VEPF VII SPV I Holdings, L.P.
Vista Equity Partners Fund VII GP, L.P.
VEPF VII GP, Ltd.
Robert F. Smith
KKR Knowledge Investors L.P.
Stephen Shanley
Elephant Partners I, L.P.
Elephant Partners II, L.P., for itself and as
nominee for Elephant Partners II-B, L.P.
Elephant Partners II-B, L.P.
Elephant Partners 2019 SPV-A, L.P.
Jeremiah Daly
Sjoerd Sjouwerman
Sjouwerman Enterprises Limited
Partnership
Sjouwerman Management, LLC
(Names of Persons Filing Statement)
Class A Common Stock, par value $0.00001 per
share
(Title of Class of Securities)
49926T104
(CUSIP Number of Class of
Securities)
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Sjoerd Sjouwerman
Chief Executive Officer
KnowBe4, Inc.
33 N. Garden Avenue,
Suite 1200
Clearwater, FL 33755
(855) 566-9234
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Christina Lema
Oranje Holdco, LLC
VEPF VII SPV I, L.P.
VEPF VII SPV I Holdings, L.P.
Vista Equity Partners Fund VII GP, L.P.
VEPF VII GP, Ltd.
Robert F. Smith
c/o Vista Equity Partners Management, LLC
Four Embarcadero Center,
20th Floor
San Francisco, CA 94111
(415) 765-6500
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Stephen Shanley
KKR Knowledge Investors L.P.
c/o Kohlberg Kravis Roberts &
Co. L.P.
30 Hudson Yards
New York, NY 10001
(212) 750-8300
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Elephant Partners I, L.P.
Elephant Partners II, L.P., for itself and
as nominee for Elephant Partners II-B, L.P.
Elephant Partners II-B, L.P.
Elephant Partners 2019 SPV-A, L.P.
Jeremiah Daly
c/o JAHD Management Company, LLC
8 Newbury Street, 6th Floor
Boston, MA 02116
(617) 913-6611
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Sjoerd Sjouwerman
Sjouwerman Enterprises Limited
Partnership
Sjouwerman Management, LLC
c/o KnowBe4, Inc.
33 N. Garden Avenue, Suite 1200
Clearwater, FL 33755
(855) 566-9234
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(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of the
Persons Filing Statement)
With copies to
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Todd Cleary
Douglas K. Schnell
Megan J. Baier
Catherine Riley Tzipori
Wilson Sonsini Goodrich & Rosati
Professional Corporation
1301 Avenue of the Americas
New York, NY 10019
(212) 999-5800
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Daniel E. Wolf, P.C.
David M. Klein, P.C.
Chelsea Darnell
Kirkland & Ellis LLP
601 Lexington Ave.
New York, NY 10022
(212) 446-4800
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Saee Muzumdar
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, NY 10166
(212) 351-4000
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Adam Stella
Jake Lloyd
Moulton Moore Stella LLP
Frank Gehry Building
2431 Main Street, Suite C
Santa Monica, CA 90405
(310) 399-0950
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Bradley Faris
Hans Brigham
Latham & Watkins LLP
330 North Wabash Ave.
Chicago, IL 60611
(312) 876-7700
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This statement is filed in connection with (check the appropriate
box):
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a.
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☒
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The filing of solicitation materials or an
information statement subject to Regulation 14A, Regulation 14C or
Rule 13e-3(c) under the
Securities Exchange Act of 1934. |
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b.
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The filing of a registration statement under the
Securities Act of 1933. |
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c.
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A tender offer. |
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d.
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☐
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None of the above. |
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary
copies: ☐
Check the following box if the filing is a final
amendment reporting the results of the transaction: ☒
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of
this transaction, passed upon the merits or fairness of this
transaction, or passed upon the adequacy or accuracy of the
disclosure in this transaction statement on Schedule 13e-3. Any representation to the
contrary is a criminal offense.
INTRODUCTION
This Amendment No. 3 (this “Final
Amendment”) to the Transaction Statement on Schedule
13E-3 (as amended, the
“Transaction Statement”) is being filed with the U.S.
Securities and Exchange Commission (the “SEC”) pursuant to
Section 13(e) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), jointly by the following
persons (each, a “Filing Person,” and collectively, the
“Filing Persons”): (1) KnowBe4, Inc., a Delaware corporation
(“KnowBe4” or the “Company”) and the issuer of the
Class A common stock, par value $0.00001 per share (the
“KnowBe4 Class A common stock” and together with
KnowBe4’s Class B common stock, par value $0.00001 per share,
(the “KnowBe4 Class B common stock”), the “KnowBe4 common
stock”) that is the subject of the Rule 13e-3 transaction; (2) Oranje
Holdco, LLC, a Delaware limited liability company
(“Parent”); (3) VEPF VII SPV I, L.P., a Delaware limited
partnership and VEPF VII SPV I Holdings, L.P., a Delaware limited
partnership (collectively, the “VEPF Funds”); (4) Vista
Equity Partners Fund VII GP, L.P., a Cayman Islands exempted
limited partnership; (5) VEPF VII GP, Ltd., a Cayman Islands
exempted company; (6) Robert F. Smith; (7) KKR Knowledge
Investors L.P., a Delaware limited partnership (“KKR
Investor”); (8) Stephen Shanley; (9) Elephant Partners I,
L.P., a Delaware limited partnership, Elephant Partners II, L.P.
for itself and as nominee for Elephant Partners II-B, L.P., a Delaware limited
partnership, and Elephant Partners 2019 SPV-A, L.P., a Delaware limited
partnership (collectively, the “Elephant Funds”); (10)
Jeremiah Daly; (11) Sjouwerman Enterprises Limited
Partnership, a Florida limited partnership, and Sjoerd Sjouwerman
(collectively, the “Founder,” and together with the VEPF
Funds, the Elephant Funds and the KKR Investor, the “Rollover
Stockholders”); and (12) Sjouwerman Management, LLC, a
Florida limited liability company.
The Transaction Statement relates to the Agreement
and Plan of Merger, dated October 11, 2022 (including all
exhibits and documents attached thereto, and as it may be amended
from time to time, the “Merger Agreement”), by and among
KnowBe4, Parent and Oranje Merger Sub, Inc. (“Merger Sub”),
pursuant to which Merger Sub was merged with and into KnowBe4 (the
“Merger”), with the Company continuing as the surviving
corporation in the Merger. As a result of the Merger, Merger Sub
ceased to exist as an independent entity and, therefore, is no
longer a Filing Person.
This Final Amendment is being filed pursuant to
Rule 13e-3(d)(3) under the
Exchange Act to report the results of the transaction that is the
subject of the Transaction Statement.
Except as otherwise set forth herein, the
information set forth in the Transaction Statement remains
unchanged and is incorporated by reference into this Final
Amendment. All information set forth in this Final Amendment should
be read together with the information contained or incorporated by
reference in the Transaction Statement.
While each of the Filing Persons acknowledges that
the Merger is a “going private” transaction for purposes of Rule
13e-3 under the Exchange
Act, the filing of this Final Amendment and the Transaction
Statement shall not be construed as an admission by any Filing
Person, or by any affiliate of a Filing Person, that, prior to the
Merger, the Company was “controlled” by any of the Filing Persons
or their respective affiliates.
The information concerning the Company contained
in, or incorporated by reference into, this Final Amendment, the
definitive proxy statement filed under Regulation 14A of the
Exchange Act with the SEC pursuant to which the Company solicited
proxies from the Company’s stockholders in connection with the
Merger (as amended, the “Proxy Statement”) was supplied by
the Company. Similarly, all information concerning each other
Filing Person contained in, or incorporated by reference into, the
Transaction Statement and the Proxy Statement was supplied by such
Filing Person. No Filing Person, including the Company, is
responsible for the accuracy of any information supplied by any
other Filing Person.
Item 10. Source and Amounts of Funds or Other
Consideration
(a) – (b), (d) Source of funds; Conditions;
Borrowed funds. Items 10(a), (b) and (d) are hereby amended
and supplemented as follows:
Concurrently with the filing of this Final
Amendment, the Company is filing with the SEC a Current Report on
Form 8-K (the "Form 8-K"). Item 1.01 of the
Form 8-K is hereby incorporated by reference.
Item 15. Additional Information
(c) Other material information. Item
15(c) is hereby amended and supplemented as follows:
On January 31, 2023, at a special meeting of the
Company’s stockholders, the Company’s stockholders voted to (1)
approve a proposal to adopt the Merger Agreement and (2) approve,
on a non-binding, advisory basis, the compensation that will or may
become payable by the Company to its named executive officers in
connection with the Merger.
On February 1, 2023, the Company filed a
Certificate of Merger with the Secretary of State of the State of
Delaware, pursuant to which the Merger became effective. As a
result of the Merger, the Company became a subsidiary of
Parent.
At the effective time of the Merger (the
“Effective Time”), in accordance with the terms and
conditions set forth in the Merger Agreement, each share of KnowB4
common stock issued and outstanding immediately prior to the
Effective Time (other than certain shares specified in the Merger
Agreement), was canceled and extinguished and converted into the
right to receive cash in an amount equal to $24.90 in cash per
share (the “Per Share Price”), without interest and subject
to any applicable withholding taxes.
In addition, at the Effective Time, (1) each
outstanding stock option, to the extent then vested, was canceled
and converted into a right to receive an amount in cash, without
interest and less any applicable taxes, equal to the product of (a)
the excess, if any, of the Per Share Price over the per share
exercise price of such stock option, and (b) the number of shares
then issuable upon exercise in full of such stock option; (2) each
outstanding stock option, to the extent not then vested, was
canceled and converted into a contingent right to receive (subject
to the time-based vesting schedule and terms and conditions of such
stock option immediately prior to the Effective Time) an amount in
cash, without interest and less any applicable taxes, equal to the
product of (a) the excess, if any, of the Per Share Price over the
per share exercise price of such stock option, and (b) the number
of shares then issuable upon exercise in full of the unvested
portion of such stock option; (3) each outstanding restricted stock
unit award (a) subject to time-based vesting only (an “RSU
Award”) and/or (b) subject to performance-based vesting
conditions (a “PSU Award”), to the extent vested but not yet
settled as of the Effective Time (or which vested upon the
consummation of the Merger), was canceled and converted into a
right to receive an amount in cash, without interest and less any
applicable taxes, equal to the product of (y) the Per Share Price
and (z) the total number of shares subject to the then-vested
portion of such award; (4) each outstanding RSU Award, to the
extent not then vested, was canceled and converted into a
contingent right to receive (subject to the time-based vesting
schedule and terms and conditions of such award immediately prior
to the Effective Time) an amount in cash, without interest, equal
to the product of (a) the Per Share Price and (b) the total number
of shares subject to the then-unvested portion of such award; and
(5) each outstanding PSU Award, to the extent not then vested, was
deemed to have the performance metrics achieved at 100 percent of
target and was canceled and converted into a contingent right
(subject to the time-based vesting schedule and terms and
conditions of such award (excluding the performance-based vesting
conditions) immediately prior to the Effective Time) to receive an
amount in cash, without interest and less any applicable taxes,
equal to the product of (a) the Per Share Price and (b) the total
number of shares subject to the then-unvested portion of such
award.
On February 1, 2023, the Company notified the
NASDAQ Stock Market (“Nasdaq”) that the Merger had been
completed. As a result, Nasdaq suspended trading of the KnowBe4
Class A common stock prior to the opening of trading on February 1,
2023. The Company requested that Nasdaq file with the SEC a
notification of removal from listing and registration on Form 25
with respect to the delisting of all shares of KnowBe4 Class A
common stock from Nasdaq and the deregistration of such shares
under Section 12(b) of the Exchange Act. Following the
effectiveness of the Form 25, the Company intends to file with the
SEC a certification on Form 15 requesting the termination of
registration of the KnowBe4 Class A common stock under Section
12(g) of the Exchange Act and the suspension of reporting
obligations under Sections 13 and 15(d) of the Exchange Act.
In addition, on February 1, 2023, the Company
issued a press release announcing the closing of the Merger. The
press release is attached as Exhibit 99.1 to the Company’s Current
Report on Form 8-K, filed concurrently with the SEC, and is
incorporated by reference herein as Exhibit (a)(5)(iii) hereto.
Item 16. Exhibits
The following exhibits are filed herewith:
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(d)(iv)+++ |
Support Agreement, dated as of October 11, 2022, by and among
the Parent, the Company, Elephant Partners I, LP, Elephant Partners
II, LP for Elephant Partners II-B, LP, and Elephant Partners 2019
SPV-A, LP (included as
Annex E to the Definitive Proxy Statement and incorporated herein
by reference).
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Previously filed with the Transaction Statement on
December 22, 2022.
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Previously filed with the Transaction Statement on
December 16, 2022.
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Previously filed with the Transaction Statement on
November 14, 2022.
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Certain portions of this exhibit have been redacted
and separately filed with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
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SIGNATURES
After due inquiry and to the best of the
undersigned’s knowledge and belief, the undersigned certifies that
the information set forth in this statement is true, complete and
correct.
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KNOWBE4, INC.
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| By: |
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/s/ Sjoerd Sjouwerman
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| Name: |
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Sjoerd Sjouwerman |
| Title: |
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Chief Executive Officer |
[Signature Page to SC 13e-3]
After due inquiry and to the best of the
undersigned’s knowledge and belief, the undersigned certifies that
the information set forth in this statement is true, complete and
correct.
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| ORANJE HOLDCO, LLC |
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| By: |
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/s/
Nicholas Prickel |
| Name: |
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Nicholas Prickel |
| Title: |
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Vice President |
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| ORANJE MERGER SUB,
INC. |
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By:
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/s/ Nicholas Prickel
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Name:
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Nicholas Prickel
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Title:
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Vice President
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[Signature Page to SC 13e-3]
After due inquiry and to the best of the
undersigned’s knowledge and belief, the undersigned certifies that
the information set forth in this statement is true, complete and
correct.
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SJOUWERMAN ENTERPRISES LIMITED
PARTNERSHIP
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By:
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Sjouwerman Management, LLC
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Its:
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General Manager
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By:
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/s/ Sjoerd Sjouwerman
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Name:
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Sjoerd Sjouwerman
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Title:
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Manager
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By:
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/s/ Rebecca Weiss Sjouwerman
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Name:
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Rebecca Weiss Sjouwerman
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Title:
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Manager
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SJOUWERMAN MANAGEMENT, LLC
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By:
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/s/ Sjoerd Sjouwerman
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Name:
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Sjoerd Sjouwerman
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Title:
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Manager
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By:
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/s/ Rebecca Weiss Sjouwerman
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Name:
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Rebecca Weiss Sjouwerman
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Title:
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Manager
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SJOERD SJOUWERMAN
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By:
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/s/ Sjoerd Sjouwerman
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Name:
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Sjoerd Sjouwerman
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[Signature Page to SC 13e-3]
After due inquiry and to the best of the
undersigned’s knowledge and belief, the undersigned certifies that
the information set forth in this statement is true, complete and
correct.
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VEPF VII SPV I, L.P.
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By:
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Vista Equity Partners Fund VII GP, L.P.
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Its:
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General Partner
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By:
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VEPF VII GP, Ltd.
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Its:
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General Partner
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By:
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/s/ Robert F. Smith
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Name:
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Robert F. Smith
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Title:
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Director
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VEPF VII SPV I HOLDINGS, L.P.
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By:
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Vista Equity Partners Fund VII GP, L.P.
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Its:
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General Partner
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By:
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VEPF VII GP, Ltd.
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Its:
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General Partner
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By:
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/s/ Robert F. Smith
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Name:
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Robert F. Smith
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Title:
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Director
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| VISTA EQUITY PARTNERS FUND VII GP,
L.P. |
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By:
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VEPF VII GP, Ltd.
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Its:
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General Partner
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By:
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/s/ Robert F. Smith
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Name:
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Robert F. Smith
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Title:
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Director
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[Signature Page to SC 13e-3]
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| VEPF VII GP, LTD. |
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| By: |
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/s/ Robert F. Smith
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| Name: |
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Robert F. Smith |
| Title: |
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Director |
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| ROBERT F. SMITH |
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/s/ Robert F. Smith
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[Signature Page to SC 13e-3]
After due inquiry and to the best of the
undersigned’s knowledge and belief, the undersigned certifies that
the information set forth in this statement is true, complete and
correct.
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| ELEPHANT PARTNERS I, L.P. |
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| By: |
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Elephant Partners GP I, LLC |
| Its: |
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General Partner |
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| By: |
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/s/ Patrick Cammarata, attorney-in-fact
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| Name: |
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Jeremiah Daly |
| Title: |
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Managing Member |
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| ELEPHANT PARTNERS II, L.P. |
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| By: |
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Elephant Partners GP II, LLC |
| Its: |
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General Partner |
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| By: |
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/s/ Patrick Cammarata, attorney-in-fact
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| Name: |
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Jeremiah Daly |
| Title: |
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Managing Member |
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| ELEPHANT PARTNERS 2019 SPV-A, L.P. |
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| By: |
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Elephant Partners GP I, LLC |
| Its: |
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General Partner |
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| By: |
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/s/ Patrick Cammarata, attorney-in-fact
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| Name: |
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Jeremiah Daly |
| Title: |
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Managing Member |
[Signature Page to SC 13e-3]
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| ELEPHANT PARTNERS II-B, L.P. |
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| By: |
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Elephant Partners GP II, LLC |
| Its: |
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General Partner |
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| By: |
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/s/ Patrick Cammarata, attorney-in-fact
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| Name: |
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Jeremiah Daly |
| Title: |
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Managing Member |
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| JEREMIAH DALY |
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| By: |
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/s/ Patrick Cammarata, attorney-in-fact
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| Name: |
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Jeremiah Daly |
[Signature Page to SC 13e-3]
After due inquiry and to the best of the
undersigned’s knowledge and belief, the undersigned certifies that
the information set forth in this statement is true, complete and
correct.
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| KKR KNOWLEDGE INVESTORS
L.P. |
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By: KKR Knowledge Investors GP LLC, its general partner
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| By: |
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/s/
Stephen Shanley |
| Name: |
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Stephen Shanley
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| Title: |
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Vice President
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STEPHEN SHANLEY
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| By: |
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/s/
Stephen Shanley |
| Name: |
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Stephen Shanley
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[Signature Page to SC 13e-3]
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