3//SEC Filing
Elephant Partners GP I, LLC 3
Accession 0001664998-21-000024
CIK 0001664998other
Filed
Apr 20, 8:00 PM ET
Accepted
Apr 21, 7:04 PM ET
Size
28.9 KB
Accession
0001664998-21-000024
Insider Transaction Report
Form 3
KnowBe4, Inc.KNBE
Elephant Partners GP I, LLC
10% Owner
Holdings
- 1,328,920(indirect: See footnote)
Common Stock
- (indirect: See footnote)
Series A-1 Convertible Preferred Stock
→ Common Stock (667,840 underlying) - (indirect: See footnote)
Series C-1 Convertible Preferred Stock
→ Common Stock (12,931,680 underlying) - (indirect: See footnote)
Series A Convertible Preferred Stock
→ Common Stock (30,525,040 underlying)
Elephant Partners GP II, LLC
10% Owner
Holdings
- (indirect: See footnote)
Series A Convertible Preferred Stock
→ Common Stock (30,525,040 underlying) - 1,328,920(indirect: See footnote)
Common Stock
- (indirect: See footnote)
Series A-1 Convertible Preferred Stock
→ Common Stock (667,840 underlying) - (indirect: See footnote)
Series C-1 Convertible Preferred Stock
→ Common Stock (12,931,680 underlying)
Elephant Partners I, LP
10% Owner
Holdings
- 1,328,920(indirect: See footnote)
Common Stock
- (indirect: See footnote)
Series A Convertible Preferred Stock
→ Common Stock (30,525,040 underlying) - (indirect: See footnote)
Series A-1 Convertible Preferred Stock
→ Common Stock (667,840 underlying) - (indirect: See footnote)
Series C-1 Convertible Preferred Stock
→ Common Stock (12,931,680 underlying)
Elephant Partners II, L.P.
10% Owner
Holdings
- (indirect: See footnote)
Series A-1 Convertible Preferred Stock
→ Common Stock (667,840 underlying) - 1,328,920(indirect: See footnote)
Common Stock
- (indirect: See footnote)
Series C-1 Convertible Preferred Stock
→ Common Stock (12,931,680 underlying) - (indirect: See footnote)
Series A Convertible Preferred Stock
→ Common Stock (30,525,040 underlying)
Elephant Partners 2019 SPV-A, L.P.
10% Owner
Holdings
- (indirect: See footnote)
Series A-1 Convertible Preferred Stock
→ Common Stock (667,840 underlying) - 1,328,920(indirect: See footnote)
Common Stock
- (indirect: See footnote)
Series A Convertible Preferred Stock
→ Common Stock (30,525,040 underlying) - (indirect: See footnote)
Series C-1 Convertible Preferred Stock
→ Common Stock (12,931,680 underlying)
Elephant Partners II-B, L.P.
10% Owner
Holdings
- (indirect: See footnote)
Series A Convertible Preferred Stock
→ Common Stock (30,525,040 underlying) - (indirect: See footnote)
Series C-1 Convertible Preferred Stock
→ Common Stock (12,931,680 underlying) - 1,328,920(indirect: See footnote)
Common Stock
- (indirect: See footnote)
Series A-1 Convertible Preferred Stock
→ Common Stock (667,840 underlying)
Hunt Andrew
10% Owner
Holdings
- 1,328,920(indirect: See footnote)
Common Stock
- (indirect: See footnote)
Series A Convertible Preferred Stock
→ Common Stock (30,525,040 underlying) - (indirect: See footnote)
Series A-1 Convertible Preferred Stock
→ Common Stock (667,840 underlying) - (indirect: See footnote)
Series C-1 Convertible Preferred Stock
→ Common Stock (12,931,680 underlying)
Footnotes (5)
- [F1]All shares of the preferred stock, par value $0.00001 per share, of the Issuer will automatically be 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, all shares of Common Stock will be reclassified into shares of the Issuer's Class B common stock, par value $0.00001 ("Class B Common Stock"). 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 preferred stock has no expiration date.
- [F2]Consists of (i) 1,210,640 shares held by Elephant Partners I, L.P. and (ii) 118,280 shares held by Elephant Partners II, L.P., for itself and as nominee for Elephant Partners II-B, L.P. Elephant Partners GP I, LLC is the general partner of Elephant Partners I, L.P. 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 Elephant Partners I, L.P. and Elephant Partners II, L.P., for itself and as nominee for Elephant Partners II-B, L.P. 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]Shares held by Elephant Partners I, L.P. Elephant Partners GP I, LLC is the general partner of Elephant Partners I, L.P. Jeremiah Daly and Andrew Hunt are the managing members of Elephant Partners GP I, LLC and may be deemed to have voting and dispositive power over the shares held by Elephant Partners I, L.P. Mr. Daly is a director of the Issuer and files separate Section 16 reports.
- [F5]Consists of (i) 2,722,080 shares held by Elephant Partners II, L.P., for itself and as nominee for Elephant Partners II-B, L.P., and (ii) 10,209,600 shares held by Elephant Partners 2019 SPV-A, L.P. Elephant Partners GP I, LLC is the general partner of 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 Elephant Partners II, L.P., for itself and as nominee for Elephant Partners II-B, L.P., and Elephant Partners 2019 SPV-A, L.P. Mr. Daly is a director of the Issuer and files separate Section 16 reports.
Issuer
KnowBe4, Inc.
CIK 0001664998
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001655249
Filing Metadata
- Form type
- 3
- Filed
- Apr 20, 8:00 PM ET
- Accepted
- Apr 21, 7:04 PM ET
- Size
- 28.9 KB