4//SEC Filing
Elephant Partners GP I, LLC 4
Accession 0001664998-21-000040
CIK 0001664998other
Filed
Apr 26, 8:00 PM ET
Accepted
Apr 27, 9:58 PM ET
Size
30.1 KB
Accession
0001664998-21-000040
Insider Transaction Report
Form 4
KnowBe4, Inc.KNBE
Elephant Partners GP I, LLC
10% Owner
Transactions
- Other
Common Stock
2021-04-26−45,453,480→ 0 total(indirect: See footnote) - Conversion
Series C-1 Convertible Preferred Stock
2021-04-26−12,931,680→ 0 total(indirect: See footnote)→ Common Stock (12,931,680 underlying) - Conversion
Common Stock
2021-04-26+44,124,560→ 45,453,480 total(indirect: See footnote) - Conversion
Series A Convertible Preferred Stock
2021-04-26−30,525,040→ 0 total(indirect: See footnote)→ Common Stock (30,525,040 underlying) - Conversion
Series A-1 Convertible Preferred Stock
2021-04-26−667,840→ 0 total(indirect: See footnote)→ Common Stock (667,840 underlying) - Other
Class B Common Stock
2021-04-26+45,453,480→ 45,453,480 total(indirect: See footnote)→ Class A Common Stock (45,453,480 underlying)
Elephant Partners II, L.P.
10% Owner
Transactions
- Conversion
Series C-1 Convertible Preferred Stock
2021-04-26−12,931,680→ 0 total(indirect: See footnote)→ Common Stock (12,931,680 underlying) - Other
Common Stock
2021-04-26−45,453,480→ 0 total(indirect: See footnote) - Conversion
Series A-1 Convertible Preferred Stock
2021-04-26−667,840→ 0 total(indirect: See footnote)→ Common Stock (667,840 underlying) - Other
Class B Common Stock
2021-04-26+45,453,480→ 45,453,480 total(indirect: See footnote)→ Class A Common Stock (45,453,480 underlying) - Conversion
Common Stock
2021-04-26+44,124,560→ 45,453,480 total(indirect: See footnote) - Conversion
Series A Convertible Preferred Stock
2021-04-26−30,525,040→ 0 total(indirect: See footnote)→ Common Stock (30,525,040 underlying)
Elephant Partners 2019 SPV-A, L.P.
10% Owner
Transactions
- Conversion
Common Stock
2021-04-26+44,124,560→ 45,453,480 total(indirect: See footnote) - Other
Common Stock
2021-04-26−45,453,480→ 0 total(indirect: See footnote) - Conversion
Series A Convertible Preferred Stock
2021-04-26−30,525,040→ 0 total(indirect: See footnote)→ Common Stock (30,525,040 underlying) - Other
Class B Common Stock
2021-04-26+45,453,480→ 45,453,480 total(indirect: See footnote)→ Class A Common Stock (45,453,480 underlying) - Conversion
Series A-1 Convertible Preferred Stock
2021-04-26−667,840→ 0 total(indirect: See footnote)→ Common Stock (667,840 underlying) - Conversion
Series C-1 Convertible Preferred Stock
2021-04-26−12,931,680→ 0 total(indirect: See footnote)→ Common Stock (12,931,680 underlying)
Elephant Partners GP II, LLC
10% Owner
Transactions
- Other
Common Stock
2021-04-26−45,453,480→ 0 total(indirect: See footnote) - Conversion
Series A Convertible Preferred Stock
2021-04-26−30,525,040→ 0 total(indirect: See footnote)→ Common Stock (30,525,040 underlying) - Conversion
Series C-1 Convertible Preferred Stock
2021-04-26−12,931,680→ 0 total(indirect: See footnote)→ Common Stock (12,931,680 underlying) - Conversion
Common Stock
2021-04-26+44,124,560→ 45,453,480 total(indirect: See footnote) - Conversion
Series A-1 Convertible Preferred Stock
2021-04-26−667,840→ 0 total(indirect: See footnote)→ Common Stock (667,840 underlying) - Other
Class B Common Stock
2021-04-26+45,453,480→ 45,453,480 total(indirect: See footnote)→ Class A Common Stock (45,453,480 underlying)
Elephant Partners I, LP
10% Owner
Transactions
- Conversion
Common Stock
2021-04-26+44,124,560→ 45,453,480 total(indirect: See footnote) - Other
Common Stock
2021-04-26−45,453,480→ 0 total(indirect: See footnote) - Conversion
Series A Convertible Preferred Stock
2021-04-26−30,525,040→ 0 total(indirect: See footnote)→ Common Stock (30,525,040 underlying) - Conversion
Series A-1 Convertible Preferred Stock
2021-04-26−667,840→ 0 total(indirect: See footnote)→ Common Stock (667,840 underlying) - Other
Class B Common Stock
2021-04-26+45,453,480→ 45,453,480 total(indirect: See footnote)→ Class A Common Stock (45,453,480 underlying) - Conversion
Series C-1 Convertible Preferred Stock
2021-04-26−12,931,680→ 0 total(indirect: See footnote)→ Common Stock (12,931,680 underlying)
Elephant Partners II-B, L.P.
10% Owner
Transactions
- Conversion
Common Stock
2021-04-26+44,124,560→ 45,453,480 total(indirect: See footnote) - Other
Common Stock
2021-04-26−45,453,480→ 0 total(indirect: See footnote) - Conversion
Series A Convertible Preferred Stock
2021-04-26−30,525,040→ 0 total(indirect: See footnote)→ Common Stock (30,525,040 underlying) - Conversion
Series A-1 Convertible Preferred Stock
2021-04-26−667,840→ 0 total(indirect: See footnote)→ Common Stock (667,840 underlying) - Conversion
Series C-1 Convertible Preferred Stock
2021-04-26−12,931,680→ 0 total(indirect: See footnote)→ Common Stock (12,931,680 underlying) - Other
Class B Common Stock
2021-04-26+45,453,480→ 45,453,480 total(indirect: See footnote)→ Class A Common Stock (45,453,480 underlying)
Hunt Andrew
10% Owner
Transactions
- Conversion
Common Stock
2021-04-26+44,124,560→ 45,453,480 total(indirect: See footnote) - Other
Common Stock
2021-04-26−45,453,480→ 0 total(indirect: See footnote) - Conversion
Series A-1 Convertible Preferred Stock
2021-04-26−667,840→ 0 total(indirect: See footnote)→ Common Stock (667,840 underlying) - Conversion
Series A Convertible Preferred Stock
2021-04-26−30,525,040→ 0 total(indirect: See footnote)→ Common Stock (30,525,040 underlying) - Other
Class B Common Stock
2021-04-26+45,453,480→ 45,453,480 total(indirect: See footnote)→ Class A Common Stock (45,453,480 underlying) - Conversion
Series C-1 Convertible Preferred Stock
2021-04-26−12,931,680→ 0 total(indirect: See footnote)→ Common Stock (12,931,680 underlying)
Footnotes (8)
- [F1]Each share of Series A Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Class A Common Stock (the "IPO") and had no expiration date.
- [F2]Each share of Series A-1 Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the IPO and had no expiration date.
- [F3]Each share of Series C-1 Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the IPO and had no expiration date.
- [F4]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 owners of any securities reported herein.
- [F5]Consists of (i) 32,403,520 shares held by Elephant Partners I, L.P., (ii) 2,840,360 shares held by Elephant Partners II, L.P. for itself and as nominee for Elephant Partners II-B, L.P., and (iii) 10,209,600 shares held by Elephant Partners 2019 SPV-A, L.P. (collectively, the "Elephant Entities"). Elephant Partners GP I, LLC is the general partner 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.
- [F6]Pursuant to a reclassification exempt under Rule 16b-7 (the "Reclassification"), each share of the Issuer's common stock, par value $0.00001 (the "Common Stock"), was automatically reclassified into one share of the Issuer's Class B Common Stock, par value $0.00001 per share (the "Class B Common Stock"), immediately prior to the closing of the IPO of the Issuer's Class A Common Stock, par value $0.00001 per share (the "Class A 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.
- [F7]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.
- [F8]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.
Documents
Issuer
KnowBe4, Inc.
CIK 0001664998
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001655249
Filing Metadata
- Form type
- 4
- Filed
- Apr 26, 8:00 PM ET
- Accepted
- Apr 27, 9:58 PM ET
- Size
- 30.1 KB