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 – as specified in its charter)
Class A common stock, par value $0.00001
(Title of Class of Securities)
49926T104
(CUSIP Number)
December 31, 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:
þ
Rule 13d-1(b)
¨
Rule 13d-1(c)
¨
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 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).
|
1 |
NAME OF REPORTING PERSON
Eventide Asset Management, LLC
|
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
¨ (a)
¨ (b)
|
|
3 |
SEC USE ONLY |
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5 |
SOLE
VOTING POWER
0
|
|
6 |
SHARED
VOTING POWER
0
|
|
7 |
SOLE
DISPOSITIVE POWER
0
|
|
8 |
SHARED
DISPOSITIVE POWER
0
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10 |
CHECK
BOX 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
IA
|
| |
|
|
|
|
1 |
NAME
OF REPORTING PERSON
Finny Kuruvilla, M.D. Ph. D.
|
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
¨ (a)
¨ (b)
|
|
3 |
SEC USE ONLY |
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5 |
SOLE
VOTING POWER
0
|
|
6 |
SHARED
VOTING POWER
0
|
|
7 |
SOLE
DISPOSITIVE POWER
0
|
|
8 |
SHARED
DISPOSITIVE POWER
0
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10 |
CHECK
BOX 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
IN;HC
|
| |
|
|
|
|
1 |
NAME
OF REPORTING PERSON
Robin C. John
|
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
¨ (a)
¨ (b)
|
|
3 |
SEC USE ONLY |
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5 |
SOLE
VOTING POWER
0
|
|
6 |
SHARED
VOTING POWER
0
|
|
7 |
SOLE
DISPOSITIVE POWER
0
|
|
8 |
SHARED
DISPOSITIVE POWER
0
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10 |
CHECK
BOX 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
IN;HC
|
| |
|
|
|
Item 1. (a) Name of Issuer:
KnowBe4, Inc. (the “Issuer”)
(b) Address of Issuer’s Principal Executive Offices:
33 North Garden Avenue, Suite 1200, Clearwater, Florida, 33755
Item 2. (a) Name of Persons Filing:
(i) Eventide Asset Management, LLC (“Eventide”)
(ii) Finny Kuruvilla, M.D., Ph.D. (“Kuruvilla”)
(iii) Robin C. John (“John”)
(b). Address of Principal Business Office or, if none,
Residence:
Eventide, Kuruvilla and John:
One International Place, Suite 4210
Boston, Massachusetts 02110
(c). Citizenship or Place of Organization:
Eventide: Delaware
Kuruvilla: United States
John: United States
(d). Title of Class of Securities:
Class A common stock, par value $0.00001
(e). CUSIP Number:
49926T104
Item 3. If this statement is filed pursuant to sections
240.13d-1(b) or 240.13d-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) [x] An investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with section 240.13d- 1(b)(1)(ii)(F);
(g) [x] A parent holding company or control person in accordance
with section 240.13d- 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 section
240.13d-1(b)(1)(ii)(J);
(k) [ ] A group, in accordance with section 240.13d-1(b)(1)
(ii)(K).
If filing as a non-U.S. institution in accordance with section
240.13d-1(b)(1)(ii)(J), please specify the type of institution:
__________
Item 4. Ownership:
Provide the following information regarding the aggregate number
and percentage of the class of securities of the Issuer identified
in Item 1.
(a). Amount beneficially owned:
| (i) Eventide: |
|
0 |
|
| (ii) Kuruvilla: |
|
0 |
|
| (iii) John: |
|
0 |
|
(b). Percent of class:
| (i) Eventide: |
|
0.0 |
% |
| (ii) Kuruvilla: |
|
0.0 |
% |
| (iii) John: |
|
0.0 |
% |
(c). Number of shares as to which the person has:
(i) Sole power to vote or
to direct the vote:
| |
(1) Eventide: |
|
0 |
| |
(2) Kuruvilla: |
|
0 |
| |
(3) John: |
|
0 |
(ii)
Shared power to vote or
to direct the vote:
| |
(1) Eventide: |
|
0 |
|
| |
(2) Kuruvilla: |
|
0 |
| |
(3) John: |
|
0 |
(iii) Sole power to dispose or to direct the disposition of:
| |
(1) Eventide: |
|
0 |
| |
(2) Kuruvilla: |
|
0 |
| |
(3) John: |
|
0 |
(iv) Shared power to dispose or to direct the disposition of:
| |
(1) Eventide: |
|
0 |
|
| |
(2) Kuruvilla: |
|
0 |
|
| |
(3) John: |
|
0 |
|
Item 5. Ownership of Five Percent or Less of a Class:
This statement is being filed to report the fact that as of the
date hereof Eventide Asset Management, LLC has ceased to be the
beneficial owner of more than five percent of the Issuer’s
outstanding Common Shares.
|
Item 6. |
Ownership of More Than Five
Percent on Behalf of Another Person: |
Not Applicable
|
Item 7. |
Identification and Classification
of the Subsidiary which Acquired the Security Being Reported on by
the Parent Holding Company: |
Not Applicable
Item 8. Identification and Classification of Members of the
Group:
Not Applicable
Item 9. Notice of Dissolution of Group:
Not Applicable
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
In accordance with Rule 13d-4 of the Securities Exchange Act of
1934, each of the persons filing this statement expressly disclaim
the beneficial ownership of the securities covered by this
statement and the filing of this report shall not be construed as
an admission by such persons that they are the beneficial owners of
such securities.
SIGNATURES
The undersigned certify, after reasonable inquiry and to the best
knowledge and belief of the undersigned, that the information set
forth in this Statement is true, complete and correct. The
undersigned agree to the filing of this single Statement on
Schedule 13G.
Eventide Asset Management, LLC
Date: February 10,
2023 By:
/s/ Jennifer Reiche
Name: Jennifer Reiche
Title: Chief Compliance Officer
Finny Kuruvilla, M.D., Ph. D.
Date: February 10,
2023 By:
/s/ Finny Kuruvilla, M.D., Ph. D.
Name: Finny Kuruvilla, M.D., Ph. D.
Robin C. John
Date: February 10,
2023 By:
/s/ Robin C. John
Name: Robin C. John
EXHIBIT 1
WHEREAS, in accordance with Rule 13d-1(k)(1) under the
Securities and Exchange Act of 1934 (the "Act"), only one joint
Statement and any amendments thereto need to be filed whenever one
or more persons are required to file such a Statement or any
amendments thereto pursuant to Section 13(d) of the Act with
respect to the same securities, provided that said persons agree in
writing that such Statement or amendments thereto is filed on
behalf of each of them;
NOW, THEREFORE, the parties hereto agree as follows:
Eventide Asset Management, LLC, Finny Kuruvilla, M.D., Ph. D. and
Robin C. John do hereby agree, in accordance with Rule 13d-1(k)(1)
under the Act, to file a Statement on Schedule 13G relating to
their ownership of the Common Stock of the Issuer, and do hereby
further agree that said Statement on Schedule 13G shall be filed on
behalf of each of them.
Eventide Asset Management, LLC
Date: February 10,
2023 By:
/s/ Jennifer Reiche
Name: Jennifer Reiche
Title: Chief Compliance Officer
Finny Kuruvilla, M.D., Ph. D.
Date: February 10,
2023 By:
/s/ Finny Kuruvilla, M.D., Ph. D.
Name: Finny Kuruvilla, M.D., Ph. D.
Robin C. John
Date: February 10,
2023 By:
/s/ Robin C. John
Name: Robin C. John
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