4//SEC Filing
Daly Jeremiah 4
Accession 0000899243-21-033498
CIK 0001664998other
Filed
Aug 17, 8:00 PM ET
Accepted
Aug 18, 5:49 PM ET
Size
20.5 KB
Accession
0000899243-21-033498
Insider Transaction Report
Form 4
KnowBe4, Inc.KNBE
Daly Jeremiah
Director10% Owner
Transactions
- Conversion
Class A Common Stock
2021-08-16+3,416,966→ 3,416,966 total(indirect: See footnotes) - Sale
Class A Common Stock
2021-08-16$19.92/sh−3,416,966$68,065,963→ 0 total(indirect: See footnotes) - Conversion
Class B Common Stock
2021-08-16−3,416,966→ 42,036,514 total(indirect: See footnotes)→ Class A Common Stock (3,416,966 underlying)
Footnotes (5)
- [F1]Each share of the Issuer's Class B Common Stock, par value $0.00001 per share (the "Class B Common Stock") is convertible at any time at the option of the holder into one share of the Issuer's Class A Common Stock, par value $0.00001 per share (the "Class A Common Stock"). Additionally, each share of Class B Common Stock will, subject to certain conditions and exceptions, convert automatically into one share of Class A Common Stock upon any transfer.
- [F2]Consists of (i) 2,435,936 shares held by Elephant Partners I, L.P., (ii) 213,523 shares held by Elephant Partners II, L.P. for itself and as nominee for Elephant Partners II-B, L.P., and (iii) 767,507 shares held by Elephant Partners 2019 SPV-A, L.P. (collectively, the "Elephant Entities"). Elephant Partners GP I, LLC is the general partner of each of Elephant Partners I, L.P. and Elephant Partners 2019 SPV-A, L.P., and Elephant Partners GP II, LLC is the general partner of each of Elephant Partners II, L.P. and Elephant Partners II-B, L.P. The Reporting Person and Andrew Hunt are the managing members of each of Elephant Partners GP I, LLC and Elephant Partners GP II, LLC and may be deemed to have voting and dispositive power over the shares held by each of the Elephant Entities.
- [F3]The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein, and the filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Person is the beneficial owner of any securities reported herein.
- [F4]Pursuant to an underwriting agreement and in connection with a registered public offering of shares of the Issuer's Class A Common Stock, pursuant to a final prospectus dated August 11, 2021, which offering was consummated on August 16, 2021, the Elephant Entities collectively sold 3,416,966 shares of Class A Common Stock, at a price per share of $19.92 (after underwriting discounts and commissions). Each of the Elephant Entities was a selling stockholder in the registered public offering.
- [F5]Consists of (i) 29,967,584 shares held by Elephant Partners I, L.P., (ii) 2,626,837 shares held by Elephant Partners II, L.P. for itself and as nominee for Elephant Partners II-B, L.P., and (ii) 9,442,093 shares held by Elephant Partners 2019 SPV-A, L.P. Elephant Partners GP I, LLC is the general partner of each of Elephant Partners I, L.P. and Elephant Partners 2019 SPV-A, L.P., and Elephant Partners GP II, LLC is the general partner of each of Elephant Partners II, L.P. and Elephant Partners II-B, L.P. The Reporting Person and Andrew Hunt are the managing members of each of Elephant Partners GP I, LLC and Elephant Partners GP II, LLC and may be deemed to have voting and dispositive power over the shares held by each of the Elephant Entities.
Issuer
KnowBe4, Inc.
CIK 0001664998
Entity typeother
Related Parties
1- filerCIK 0001840259
Filing Metadata
- Form type
- 4
- Filed
- Aug 17, 8:00 PM ET
- Accepted
- Aug 18, 5:49 PM ET
- Size
- 20.5 KB