4//SEC Filing
DISABATO JOSEPH P 4
Accession 0000895345-21-000470
CIK 0001664998other
Filed
Apr 27, 8:00 PM ET
Accepted
Apr 28, 8:34 AM ET
Size
13.1 KB
Accession
0000895345-21-000470
Insider Transaction Report
Form 4
KnowBe4, Inc.KNBE
DISABATO JOSEPH P
Director
Transactions
- Conversion
Common Stock
2021-04-26+13,160,560→ 14,077,560 total(indirect: See Footnote) - Conversion
Series B Convertible Preferred Stock
2021-04-26−13,160,560→ 0 total(indirect: See Footnote)→ Common Stock (13,160,560 underlying) - Other
Common Stock
2021-04-26−14,077,560→ 0 total(indirect: See Footnote) - Other
Class B Common Stock
2021-04-26+14,077,560→ 14,077,560 total(indirect: See Footnote)→ Class A Common Stock (14,077,560 underlying)
Footnotes (4)
- [F1]All shares of the series B convertible preferred stock, par value $0.00001 per share ("Series B Preferred Stock"), of KnowBe4, Inc. (the "Issuer") were automatically converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.00001 per share ("Common Stock") immediately prior to the closing of the Issuer's initial public offering (the "IPO") of its Class A common stock, par value $0.00001 per share ("Class A Common Stock"), without payment of consideration. Immediately thereafter, but still prior to the closing of the IPO, pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock held by the GS Funds was reclassified into one share of the Issuer's Class B common stock, par value $0.00001 ("Class B Common Stock").
- [F2]The Reporting Person, a managing director of Goldman Sachs & Co. LLC ("Goldman Sachs"), is a member of the board of directors of the Issuer. Goldman Sachs is a subsidiary of The Goldman Sachs Group, Inc. ("GS Group").
- [F3]Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, (i) prior to the conversion and reclassification described in footnote 1, 917,000 shares of Common Stock and 13,160,560 shares of Series B Preferred Stock, (ii) immediately following the conversion described in footnote 1, 14,077,560 shares of Common Stock, and (iii) immediately following the reclassification described in footnote 1, 14,077,560 shares of Class B Common Stock, in each case beneficially owned directly by certain investment partnerships (the "GS Funds"), because affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing general partner, managing partner, managing member or member of each of the GS Funds. Goldman Sachs is the investment manager of the GS Funds. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any.
- [F4]Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of 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. The Class B Common Stock has no expiration date.
Documents
Issuer
KnowBe4, Inc.
CIK 0001664998
Entity typeother
Related Parties
1- filerCIK 0001052579
Filing Metadata
- Form type
- 4
- Filed
- Apr 27, 8:00 PM ET
- Accepted
- Apr 28, 8:34 AM ET
- Size
- 13.1 KB