4//SEC Filing
Elephant Partners GP I, LLC 4
Accession 0000899243-23-003854
CIK 0001664998other
Filed
Feb 2, 7:00 PM ET
Accepted
Feb 3, 4:18 PM ET
Size
20.5 KB
Accession
0000899243-23-003854
Insider Transaction Report
Form 4
KnowBe4, Inc.KNBE
Elephant Partners GP I, LLC
10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2023-02-01$24.90/sh−17,069,823$425,038,593→ 0 total(indirect: See footnotes) - Disposition to Issuer
Class B Common Stock
2023-02-01$24.90/sh−20,000,000$498,000,000→ 0 total(indirect: See footnotes)Exercise: $0.00→ Class A Common Stock (20,000,000 underlying)
Elephant Partners GP II, LLC
10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2023-02-01$24.90/sh−17,069,823$425,038,593→ 0 total(indirect: See footnotes) - Disposition to Issuer
Class B Common Stock
2023-02-01$24.90/sh−20,000,000$498,000,000→ 0 total(indirect: See footnotes)Exercise: $0.00→ Class A Common Stock (20,000,000 underlying)
Elephant Partners I, LP
10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2023-02-01$24.90/sh−17,069,823$425,038,593→ 0 total(indirect: See footnotes) - Disposition to Issuer
Class B Common Stock
2023-02-01$24.90/sh−20,000,000$498,000,000→ 0 total(indirect: See footnotes)Exercise: $0.00→ Class A Common Stock (20,000,000 underlying)
Elephant Partners II, L.P.
10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2023-02-01$24.90/sh−17,069,823$425,038,593→ 0 total(indirect: See footnotes) - Disposition to Issuer
Class B Common Stock
2023-02-01$24.90/sh−20,000,000$498,000,000→ 0 total(indirect: See footnotes)Exercise: $0.00→ Class A Common Stock (20,000,000 underlying)
Hunt Andrew
10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2023-02-01$24.90/sh−17,069,823$425,038,593→ 0 total(indirect: See footnotes) - Disposition to Issuer
Class B Common Stock
2023-02-01$24.90/sh−20,000,000$498,000,000→ 0 total(indirect: See footnotes)Exercise: $0.00→ Class A Common Stock (20,000,000 underlying)
Elephant Partners II-B, L.P.
10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2023-02-01$24.90/sh−17,069,823$425,038,593→ 0 total(indirect: See footnotes) - Disposition to Issuer
Class B Common Stock
2023-02-01$24.90/sh−20,000,000$498,000,000→ 0 total(indirect: See footnotes)Exercise: $0.00→ Class A Common Stock (20,000,000 underlying)
Elephant Partners 2019 SPV-A, L.P.
10% Owner
Transactions
- Disposition to Issuer
Class B Common Stock
2023-02-01$24.90/sh−20,000,000$498,000,000→ 0 total(indirect: See footnotes)Exercise: $0.00→ Class A Common Stock (20,000,000 underlying) - Disposition to Issuer
Class A Common Stock
2023-02-01$24.90/sh−17,069,823$425,038,593→ 0 total(indirect: See footnotes)
Footnotes (6)
- [F1]Represents 17,069,823 shares of Class A Common Stock, par value $0.00001 per share ("Class A Common Stock"), that were disposed of at the effective time (the "Effective Time") of the merger (the "Merger") of Oranje Merger Sub, Inc. with and into KnowBe4, Inc. (the "Issuer") pursuant to an Agreement and Plan of Merger, dated October 11, 2022, by and among the Issuer, Oranje Holdco, LLC and Oranje Merger Sub, Inc.
- [F2]At the Effective Time, each outstanding share of the Issuer's Class A Common Stock was canceled and converted into the right to receive $24.90 in cash, without interest, per share.
- [F3]Represents shares that were disposed of at the Effective Time. At the Effective Time, each outstanding share of the Issuer's Class B Common Stock, par value $0.00001 per share, was canceled and converted into the right to receive $24.90 in cash, without interest, per share.
- [F4]Consists of (i) 12,168,977 shares of Class A Common Stock held by Elephant Partners I, L.P., (ii) 1,066,682 shares of Class A Common Stock held by Elephant Partners II, L.P. for itself and as nominee for Elephant Partners II-B, L.P., and (iii) 3,834,164 shares of Class A Common Stock 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. Jeremiah Daly 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. Mr. Daly is a director of the Issuer and files separate Section 16 reports.
- [F5]Each of Elephant Partners GP I, LLC, Elephant Partners GP II, LLC, Jeremiah Daly and Andrew Hunt disclaims beneficial ownership of the securities reported herein, except to the extent of such 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, any of them is the beneficial owner of any securities reported herein.
- [F6]Consists of (i) 14,257,884 shares of Class B Common Stock held by Elephant Partners I, L.P., (ii) 1,249,788 shares of Class B Common Stock held by Elephant Partners II, L.P. for itself and as nominee for Elephant Partners II-B, L.P., and (iii) 4,492,328 shares of Class B Common Stock 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. Jeremiah Daly 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. Mr. Daly is a director of the Issuer and files separate Section 16 reports.
Documents
Issuer
KnowBe4, Inc.
CIK 0001664998
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001655249
Filing Metadata
- Form type
- 4
- Filed
- Feb 2, 7:00 PM ET
- Accepted
- Feb 3, 4:18 PM ET
- Size
- 20.5 KB