UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
KNOWBE4,
INC.
(Name of Issuer)
Class A Common Stock, par value
$0.00001 per share
(Title of Class of Securities)
49926T104
(CUSIP Number)
December 30, 2022
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the
rule pursuant to which this Schedule
is filed:
[] Rule 13d-1(b)
[] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of
the Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
Page 1 of 19
-----------------------
CUSIP No. 49926T104 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
THE GOLDMAN SACHS GROUP, INC.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
2,430,530
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
2,430,805
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,430,805
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.8 %
------------------------------------------------------------------------------
12. Type of Reporting Person
HC-CO
------------------------------------------------------------------------------
Page 2 of 19
|
-----------------------
CUSIP No. 49926T104 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN SACHS & CO. LLC
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
New York
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
2,430,530
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
2,430,805
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,430,805
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.8 %
------------------------------------------------------------------------------
12. Type of Reporting Person
BD-OO-IA
------------------------------------------------------------------------------
Page 3 of 19
|
-----------------------
CUSIP No. 49926T104 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 4 of 19
|
-----------------------
CUSIP No. 49926T104 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 5 of 19
|
-----------------------
CUSIP No. 49926T104 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
STONEBRIDGE 2017, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 6 of 19
|
-----------------------
CUSIP No. 49926T104 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
STONEBRIDGE 2017 OFFSHORE, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 7 of 19
|
Item 1(a). Name of Issuer:
KNOWBE4, INC.
Item 1(b). Address of Issuer's
Principal Executive Offices:
33 NORTH GARDEN AVENUE
CLEARWATER, FL
33755
Item 2(a). Name of Persons
Filing:
THE GOLDMAN
SACHS GROUP, INC.
GOLDMAN SACHS & CO. LLC
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. BRIDGE STREET
OPPORTUNITY ADVISORS, L.L.C. STONEBRIDGE 2017, L.P. STONEBRIDGE
2017 OFFSHORE, L.P.
Item 2(b). Address of Principal
Business Office or, if none, Residence:
The principal business office of each of the Reporting Persons
is:
200 West Street
New York, NY 10282
Item 2(c). Citizenship:
THE GOLDMAN SACHS GROUP, INC. - Delaware
GOLDMAN SACHS
& CO. LLC - New York
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. - Delaware BRIDGE
STREET OPPORTUNITY ADVISORS, L.L.C. - Delaware
STONEBRIDGE 2017, L.P. - Delaware STONEBRIDGE 2017 OFFSHORE, L.P. -
Cayman Islands
Item 2(d). Title of Class of
Securities:
Class A Common Stock, par value $0.00001 per share
Item 2(e). CUSIP Number:
49926T104
Item 3. If this statement is
filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c),
check whether the person filing is a:
(a).[_] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b).[_] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C.
78c).
(c).[_] Insurance company as defined in Section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d).[_] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e).[_] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f).[_] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[_] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h).[_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).[_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
(j).[_] A non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J);
(k).[_] A group, in accordance with Rule 13d-1(b)(1)(ii) (A)
through (K).
If filing as a non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J), please specify the type of institution:
Page 8 of 19
Item 4. Ownership.*
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s)to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition of:
See the response(s) to Item 7 on the attached cover page(s).
(iv). Shared power to dispose or to direct the disposition of:
See the response(s) to Item 8 on the attached cover page(s).
Item 5. Ownership of Five
Percent or Less of a Class.
If this statement is being
filed to report the fact that as of the date hereof the reporting
persons have ceased to be the beneficial owners of more than five
percent of the class of securities, check the following [X].
Item 6. Ownership of More than
Five Percent on Behalf of Another
Person.
Clients of the Reporting Person(s) have or may have the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, securities held in their accounts.
Clients known to have such right or power with respect to more than
5% of the class of securities to which this report relates are:
NONE
Item 7. Identification and
Classification of the Subsidiary Which
Acquired the
Security Being Reported on by the Parent Holding Company.
See Exhibit (99.2)
Item 8. Identification and
Classification of Members of the Group.
Not
Applicable
Item 9. Notice of Dissolution of
Group.
Not Applicable
Item 10.
Certification.
Not Applicable
*In accordance with the Securities and Exchange Commission
Release No.34 -39538 (January 12, 1998) (the "Release"), this
filing reflects the securities beneficially owned by certain
operating units (collectively, the "Goldman Sachs Reporting Units")
of The Goldman Sachs Group, Inc. and its subsidiaries and
affiliates (collectively, "GSG"). This filing does not reflect
securities, if any, beneficially owned by any operating units of
GSG whose ownership of securities is disaggregated from that of the
Goldman Sachs Reporting Units in accordance with the Release. The
Goldman Sachs Reporting Units disclaim beneficial ownership of the
securities beneficially owned by (i) any client accounts with
respect to which the Goldman Sachs Reporting Units or their
employees have voting or investment discretion or both, or with
respect to which there are limits on their voting or investment
authority or both and
(ii) certain investment entities of which the Goldman Sachs
Reporting Units act as the general partner, managing general
partner or other manager, to the extent interests in such entities
are held by persons other than the Goldman Sachs Reporting
Units.
Page 9 of 19
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: February 01, 2023,
THE GOLDMAN
SACHS GROUP, INC.
By:/s/ Constance Birch
----------------------------------------
Name: Constance Birch
Title: Attorney-in-fact
|
GOLDMAN SACHS
& CO. LLC
By:/s/ Constance Birch
----------------------------------------
Name: Constance Birch
Title: Attorney-in-fact
|
BROAD STREET
PRINCIPAL INVESTMENTS, L.L.C.
By:/s/ Constance Birch
----------------------------------------
Name: Constance Birch
Title: Attorney-in-fact
|
BRIDGE STREET
OPPORTUNITY ADVISORS, L.L.C.
By:/s/ Constance Birch
----------------------------------------
Name: Constance Birch
Title: Attorney-in-fact
|
STONEBRIDGE
2017, L.P.
By:/s/ Constance Birch
----------------------------------------
Name: Constance Birch
Title: Attorney-in-fact
|
STONEBRIDGE
2017 OFFSHORE, L.P.
By:/s/ Constance Birch
----------------------------------------
Name: Constance Birch
Title: Attorney-in-fact
|
Page 10 of 19
INDEX TO
EXHIBITS
Exhibit No. Exhibit
----------- -------
99.1 Joint Filing Agreement
99.2 Item 7 Information
99.3 Power of Attorney, relating to
THE GOLDMAN SACHS GROUP, INC.
99.4 Power of Attorney, relating to
GOLDMAN SACHS & CO. LLC
99.5 Power of Attorney, relating to
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
99.6 Power of Attorney, relating to
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
99.7 Power of Attorney, relating to
STONEBRIDGE 2017, L.P.
99.8 Power of Attorney, relating to
STONEBRIDGE 2017 OFFSHORE, L.P.
|
Page 11 of 19
EXHIBIT
(99.1)
JOINT FILING
AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the
Securities Exchange Act of 1934, the undersigned agree to the joint
filing of a Statement on Schedule 13G (including any and all
amendments thereto) with respect to the Class A Common Stock, par
value $0.00001 per share, of KNOWBE4, INC. and further agree to the
filing of this agreement as an Exhibit thereto. In addition, each
party to this Agreement expressly authorizes each other party to
this Agreement to file on its behalf any and all amendments to such
Statement on Schedule 13G.
Date: February 01, 2023,
THE GOLDMAN
SACHS GROUP, INC.
By:/s/ Constance Birch
----------------------------------------
Name: Constance Birch
Title: Attorney-in-fact
|
GOLDMAN SACHS
& CO. LLC
By:/s/ Constance Birch
----------------------------------------
Name: Constance Birch
Title: Attorney-in-fact
|
BROAD STREET
PRINCIPAL INVESTMENTS, L.L.C.
By:/s/ Constance Birch
----------------------------------------
Name: Constance Birch
Title: Attorney-in-fact
|
BRIDGE STREET
OPPORTUNITY ADVISORS, L.L.C.
By:/s/ Constance Birch
----------------------------------------
Name: Constance Birch
Title: Attorney-in-fact
|
STONEBRIDGE
2017, L.P.
By:/s/ Constance Birch
----------------------------------------
Name: Constance Birch
Title: Attorney-in-fact
|
STONEBRIDGE
2017 OFFSHORE, L.P.
By:/s/ Constance Birch
----------------------------------------
Name: Constance Birch
Title: Attorney-in-fact
|
Page 12 of 19
EXHIBIT
(99.2)
ITEM 7 INFORMATION
Page 13 of 19
EXHIBIT
(99.3)
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP,
INC. (the "Company") does hereby make, constitute and appoint each
Melissa Stanford, Stephanie Snyder, Constance Birch, Kateryna
Osmachko, Rachel Fraizer, Jamie Minieri, Tony Kelly, Imad Ismail,
Terrance Grey, and Kshama Mishra, acting individually, its true and
lawful attorney, to execute and deliver in its name and on its
behalf, whether the Company is acting individually or as
representative of others, any and all filings required to be made
by the Company pursuant to Rule 13f-1 or Regulation 13D-G under the
Securities Exchange Act of 1934, (as amended, the "Act"), which may
be required of the Company with respect to securities which may be
deemed to be beneficially owned by the Company under the Act,
giving and granting unto each said Attorney-in-fact power and
authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by
one of its authorized signatories, hereby ratifying and confirming
all that said Attorney-in-fact shall lawfully do or cause to be
done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until December 8, 2023 unless earlier revoked by written
instrument, or in the event an Attorney-in-fact ceases to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates
or ceases to perform the function in connection with which he or
she was appointed Attorney-in-fact prior to December 8, 2023, this
Power of Attorney shall cease to have effect in relation to such
Attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to the remaining Attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke the
Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard
to rules of conflicts of law.
This Power of Attorney supersedes the Power of Attorney granted
by the Company to Stephanie Snyder, Terry Mosher, Rachel Fraizer,
Jamie Minieri, and Terrance Grey on December 1, 2021.
IN WITNESS WHERE OF, the under signed has duly subscribed these
presents as of December 8, 2022.
GOLDMAN SACHS & C0.
LLC
By: /s/ David Thomas
____________________________
Name: David Thomas
Title: Authorized Signatory
|
Page 14 of 19
EXHIBIT
(99.4)
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS & CO.
LLC (the "Company") does hereby make, constitute and appoint each
Melissa Stanford, Stephanie Snyder, Constance Birch, Kateryna
Osmachko, Rachel Fraizer, Jamie Minieri, Tony Kelly, Imad Ismail,
Terrance Grey, and Kshama Mishra, acting individually, its true and
lawful attorney, to execute and deliver in its name and on its
behalf, whether the Company is acting individually or as
representative of others, any and all filings required to be made
by the Company pursuant to Rule 13f-1 or Regulation 13D-G under the
Securities Exchange Act of 1934, (as amended, the "Act"), which may
be required of the Company with respect to securities which may be
deemed to be beneficially owned by the Company under the Act,
giving and granting unto each said Attorney-in-fact power and
authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by
one of its authorized signatories, hereby ratifying and confirming
all that said Attorney-in-fact shall lawfully do or cause to be
done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until December 8, 2023 unless earlier revoked by written
instrument, or in the event an Attorney-in-fact ceases to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates
or ceases to perform the function in connection with which he or
she was appointed Attorney-in-fact prior to December 8, 2023, this
Power of Attorney shall cease to have effect in relation to such
Attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to the remaining Attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke the
Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard
to rules of conflicts of law.
This Power of Attorney supersedes the Power of Attorney granted
by the Company to Stephanie Snyder, Terry Mosher, Rachel Fraizer,
Jamie Minieri, and Terrance Grey on December 1, 2021.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of December 8, 2022.
GOLDMAN SACHS & C0.
LLC
By: /s/ David Thomas
____________________________
Name: David Thomas
Title: Authorized Signatory
|
Page 15 of 19
EXHIBIT
(99.5)
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS BROAD STREET PRINCIPAL
INVESTMENTS, L.L.C. (the "Company") does hereby make, constitute
and appoint each of Melissa Stanford, Stephanie Snyder, Constance
Birch, Kateryna Osmachko, Rachel Fraizer, Jamie Minieri, Tony
Kelly, Imad Ismail, Terrance Grey, and Kshama Mishra (and any other
employee of The Goldman Sachs Group, Inc. or one of its affiliates
designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver
in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings
required to be made by the Company under the Securities Exchange
Act of 1934, (as amended, the Act), with respect to securities
which maybe deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power
and authority to act in the premises as fully and to all intents
and purposes as the Company might or could do if personally present
by one of its authorized signatories, hereby ratifying and
confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until either revoked in writing by the undersigned or until such
time as the person or persons to whom power of attorney has been
hereby granted cease(s) to be an employee of The Goldman Sachs
Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of December 8, 2022.
BROAD STREET PRINCIPAL
INVESTMENTS L.L.C.
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory
|
Page 16 of 19
EXHIBIT
(99.6)
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET
OPPORTUNITY ADVISORS, L.L.C. ("the Company") does hereby make,
constitute and appoint each of Melissa Stanford, Stephanie Snyder,
Constance Birch, Kateryna Osmachko, Rachel Fraizer, Jamie Minieri,
Tony Kelly, Imad Ismail, Terrance Grey, and Kshama Mishra (and any
other employee of The Goldman Sachs Group, Inc. or one of its
affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and
deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings
required to be made by the Company under the Securities Exchange
Act of 1934, (as amended, the "Act"), with respect to securities
which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power
and authority to act in the premises as fully and to all intents
and purposes as the Company might or could do if personally present
by one of its authorized signatories, hereby ratifying and
confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until either revoked in writing by the undersigned or until such
time as the person or persons to whom power of attorney has been
hereby granted cease(s) to be an employee of The Goldman Sachs
Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of December 8, 2022.
BRIDGE STREET OPPORTUNITY
ADVISORS, L.L.C.
By: /s/ Carey Ziegler
____________________________
Name: Carey Ziegler
Title: Authorized Signatory
|
Page 17 of 19
EXHIBIT
(99.7)
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS STONEBRIDGE 2017, L.P. (the
"Company") does hereby make, constitute and appoint each of Melissa
Stanford, Stephanie Snyder, Constance Birch, Kateryna Osmachko,
Rachel Fraizer, Jamie Minieri, Tony Kelly, Imad Ismail, Terrance
Grey, and Kshama Mishra (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and
lawful attorney, to execute and deliver in its name and on its
behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made
by the Company under the Securities Exchange Act of 1934, (as
amended, the "Act"), with respect to securities which maybe deemed
to be beneficially owned by the Company under the Act, giving and
granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the
Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that
said attorney-in-fact shall lawfully do or cause to be done by
virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until either revoked in writing by the undersigned or until such
time as the person or persons to whom power of attorney has been
hereby granted ceases) to be an employee of The Goldman Sachs
Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of December 8, 2022.
STONEBRIDGE 2017,
L.P.
By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C., its
general partner
By: /s/ Carey Ziegler
____________________________
Name: Carey Ziegler
Title: Authorized Signatory
|
Page 18 of 19
EXHIBIT
(99.8)
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS STONEBRIDGE 2017 OFFSHORE,
L.P. (the "Company") does hereby make, constitute and appoint each
Melissa Stanford, Stephanie Snyder, Constance Birch, Kateryna
Osmachko, Rachel Fraizer, Jamie Minieri, Tony Kelly, Imad Ismail,
Terrance Grey, and Kshama Mishra (and any other employee of The
Goldman Sachs Group, Inc. or one of its affiliates designated in
writing by one of the attorneys-in-fact), acting individually, its
true and lawful attorney, to execute and deliver in its name and on
its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made
by the Company under the Securities Exchange Act of 1934, (as
amended, the "Act"), with respect to securities which maybe deemed
to be beneficially owned by the Company under the Act, giving and
granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the
Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that
said attorney-in-fact shall lawfully do or cause to be done by
virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until either revoked in writing by the undersigned or until such
time as the person or persons to whom power of attorney has been
hereby granted ceases) to be an employee of The Goldman Sachs
Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of December 8, 2022.
STONEBRIDGE 2017 OFFSHORE,
L.P.
By: Bridge Street Opportunity Advisors, L.L.C., its
general partner
By: /s/ Carey Ziegler
____________________________
Name: Carey Ziegler
Title: Authorized Signatory
|
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