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| CUSIP No. 49926T104 |
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13D/A |
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Page 13 of 16 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”). Except as specifically provided herein,
this Amendment No. 2 does not modify any of the information
previously reported in the Schedule 13D. 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, 12,048,193 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 B common stock, par value $0.00001 per share
(the “Class B Common Stock” and together with the Class A
Common Stock, the “Common Stock”), owned by the Reporting Persons
was converted into the right to receive $24.90 in cash.
Consequently, the Reporting Persons disposed of an aggregate of
14,067,702 shares of Class B Common Stock in the Merger, in
exchange for $350,285,779.80.
| Item 5. |
Interest in Securities of the Issuer.
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Item 5 (a) – (c) and (e) of the Schedule 13D is hereby amended
and restated as follows:
(a) – (b) The response of the Reporting Persons to rows 7 through
13 on the cover page of this Schedule 13D are incorporated by
reference herein.
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 the Schedule 13D, none of the Reporting
Persons, or, to the best knowledge of the Reporting Persons, any
other individual named in Item 2 has engaged in any transaction in
any shares of Class A Common Stock during the 60 calendar days
preceding the date of this filing.
(e) On February 1, 2023, the Reporting Persons ceased to be
the beneficial owners of 5% or more of the outstanding shares of
Class A Common Stock of the Issuer. Accordingly, this
statement on Schedule 13D is hereby terminated, and this Amendment
No. 2 constitutes the final amendment hereto.