4//SEC Filing
Elephant Partners GP I, LLC 4
Accession 0000899243-21-045092
CIK 0001664998other
Filed
Nov 16, 7:00 PM ET
Accepted
Nov 17, 5:30 PM ET
Size
22.5 KB
Accession
0000899243-21-045092
Insider Transaction Report
Form 4
KnowBe4, Inc.KNBE
Elephant Partners GP I, LLC
10% Owner
Transactions
- Conversion
Class A Common Stock
2021-11-15+4,966,691→ 4,966,691 total(indirect: See footnotes) - Conversion
Class B Common Stock
2021-11-15−4,966,691→ 37,069,823 total(indirect: See footnotes)→ Class A Common Stock (4,966,691 underlying) - Sale
Class A Common Stock
2021-11-15$24.72/sh−4,966,691$122,776,602→ 0 total(indirect: See footnotes)
Elephant Partners GP II, LLC
10% Owner
Transactions
- Conversion
Class A Common Stock
2021-11-15+4,966,691→ 4,966,691 total(indirect: See footnotes) - Sale
Class A Common Stock
2021-11-15$24.72/sh−4,966,691$122,776,602→ 0 total(indirect: See footnotes) - Conversion
Class B Common Stock
2021-11-15−4,966,691→ 37,069,823 total(indirect: See footnotes)→ Class A Common Stock (4,966,691 underlying)
Elephant Partners I, LP
10% Owner
Transactions
- Sale
Class A Common Stock
2021-11-15$24.72/sh−4,966,691$122,776,602→ 0 total(indirect: See footnotes) - Conversion
Class A Common Stock
2021-11-15+4,966,691→ 4,966,691 total(indirect: See footnotes) - Conversion
Class B Common Stock
2021-11-15−4,966,691→ 37,069,823 total(indirect: See footnotes)→ Class A Common Stock (4,966,691 underlying)
Elephant Partners II-B, L.P.
10% Owner
Transactions
- Sale
Class A Common Stock
2021-11-15$24.72/sh−4,966,691$122,776,602→ 0 total(indirect: See footnotes) - Conversion
Class B Common Stock
2021-11-15−4,966,691→ 37,069,823 total(indirect: See footnotes)→ Class A Common Stock (4,966,691 underlying) - Conversion
Class A Common Stock
2021-11-15+4,966,691→ 4,966,691 total(indirect: See footnotes)
Elephant Partners 2019 SPV-A, L.P.
10% Owner
Transactions
- Sale
Class A Common Stock
2021-11-15$24.72/sh−4,966,691$122,776,602→ 0 total(indirect: See footnotes) - Conversion
Class B Common Stock
2021-11-15−4,966,691→ 37,069,823 total(indirect: See footnotes)→ Class A Common Stock (4,966,691 underlying) - Conversion
Class A Common Stock
2021-11-15+4,966,691→ 4,966,691 total(indirect: See footnotes)
Elephant Partners II, L.P.
10% Owner
Transactions
- Conversion
Class B Common Stock
2021-11-15−4,966,691→ 37,069,823 total(indirect: See footnotes)→ Class A Common Stock (4,966,691 underlying) - Conversion
Class A Common Stock
2021-11-15+4,966,691→ 4,966,691 total(indirect: See footnotes) - Sale
Class A Common Stock
2021-11-15$24.72/sh−4,966,691$122,776,602→ 0 total(indirect: See footnotes)
Hunt Andrew
10% Owner
Transactions
- Conversion
Class A Common Stock
2021-11-15+4,966,691→ 4,966,691 total(indirect: See footnotes) - Sale
Class A Common Stock
2021-11-15$24.72/sh−4,966,691$122,776,602→ 0 total(indirect: See footnotes) - Conversion
Class B Common Stock
2021-11-15−4,966,691→ 37,069,823 total(indirect: See footnotes)→ Class A Common Stock (4,966,691 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) 3,540,723 shares held by Elephant Partners I, L.P., (ii) 310,367 shares held by Elephant Partners II, L.P. for itself and as nominee for Elephant Partners II-B, L.P., and (iii) 1,115,601 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. 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.
- [F3]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.
- [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 November 10, 2021, which offering was consummated on November 15, 2021, the Elephant Entities collectively sold 4,966,691 shares of Class A Common Stock, at a price per share of $24.72 (after underwriting discounts and commissions). Each of the Elephant Entities was a selling stockholder in the registered public offering.
- [F5]Consists of (i) 26,426,861 shares held by Elephant Partners I, L.P., (ii) 2,316,470 shares held by Elephant Partners II, L.P. for itself and as nominee for Elephant Partners II-B, L.P., and (ii) 8,326,492 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. 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
- Nov 16, 7:00 PM ET
- Accepted
- Nov 17, 5:30 PM ET
- Size
- 22.5 KB