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| CUSIP No. 49926T104 |
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13D |
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Page 9 of 10 pages |
Explanatory Note
This Amendment No. 2 to Schedule 13D (“Amendment
No. 2”) amends and supplements the Schedule 13D
filed with the United States Securities and Exchange Commission on
October 14, 2022 (as amended to date, the “Schedule 13D”),
relating to the Class A common stock, par value $0.00001 per
share (the “Class A Common Stock”), of KnowBe4,
Inc., a Delaware corporation (the “Issuer”). Capitalized
terms used herein without definition shall have the meaning set
forth in the Schedule 13D.
| Item 4. |
Purpose of Transaction.
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Item 4 of the Schedule 13D is hereby amended and supplemented as
follows:
On February 1, 2023, the Issuer completed the previously
disclosed merger with Oranje Merger Sub, Inc (the “Merger”),
a wholly owned subsidiary of Oranje Holdco, LLC (“Parent”).
In connection with the consummation of the Merger, 17,069,823
shares of Class A Common Stock (the “Rollover Shares”)
owned by the Reporting Persons were contributed to Parent in
exchange for newly issued equity interests of Oranje Topco, Inc.
Each outstanding share of Class A Common Stock and
Class B common stock, par value $0.00001 per share (the
“Class B Common Stock”), owned by the Reporting
Persons, other than the Rollover Shares, was converted into the
right to receive $24.90 in cash. Consequently, the Reporting
Persons disposed of an aggregate of 20,000,000 shares of
Class B Common Stock in the Merger, in exchange for
$498,000,000.
| Item 5. |
Interest in Securities of the Issuer.
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Item 5(a)-(c) of the Schedule 13D is hereby amended and
supplemented as follows:
(a)-(b)
As of the date hereof and after giving effect to the Merger
described in Item 4 above, none of the Reporting Persons
beneficially owns any shares of Common Stock of the Issuer, and
none of the Reporting Persons has or shares the power to vote or to
direct the vote, or the power to dispose or direct the disposition
of, any shares of Common Stock of the Issuer.
(c)
Except as set forth in Item 4 above, none of the Reporting Persons
nor, to the knowledge of the Reporting Persons, any of the Related
Persons has effected any transactions in the Common Stock of the
Issuer in the past sixty days.
(d)
None.
(e)
On February 1, 2023, the Reporting Persons ceased to be the
beneficial owner of more than five percent of the Common Stock of
the Issuer.