Close

Form 4 KnowBe4, Inc. For: Nov 15 Filed by: Venkataraman Shrikrishna

February 3, 2023 4:04 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Venkataraman Shrikrishna
(Last) (First) (Middle)
C/O KNOWBE4, INC.
33 N. GARDEN AVENUE
(Street)
CLEARWATER FL 33755
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
KnowBe4, Inc. [ KNBE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/15/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 11/15/2022   F   14,665 (1) D $ 24.6 364,083 (2) (3) D  
Class A Common Stock 02/01/2023   D   364,083 (3) D $ 24.9 (4) 0 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 1.02 02/01/2023   D     457,240   (5) 04/05/2028 Class B Common Stock 457,240.00 $ 24.9 0 D  
Stock Option (right to buy) $ 3.42 02/01/2023   D     182,280   (6) 08/28/2029 Class B Common Stock 182,280.00 $ 24.9 0 D  
Stock Option (right to buy) $ 4.97 02/01/2023   D     333,840   (7) 02/26/2030 Class B Common Stock 333,840.00 $ 24.9 0 D  
Stock Option (right to buy) $ 5.60 02/01/2023   D     249,040   (8) 06/01/2030 Class B Common Stock 249,040.00 $ 24.9 0 D  
Stock Option (right to buy) $ 5.85 02/01/2023   D     94,440   (9) 10/27/2030 Class B Common Stock 94,440.00 $ 24.9 0 D  
Explanation of Responses:
1. Shares withheld by KnowBe4, Inc. (the "Issuer") to satisfy tax withholding obligations in connection with the vesting of restricted stock units ("RSUs") based on the closing price of the Issuer's Class A common stock on Nasdaq on November 15, 2022.
2. The number of shares of Class A common stock beneficially owned following this transaction reflects (i) the forfeiture of one additional share of the Issuer's Class A common stock on August 20, 2021 (in addition to the 11 shares disclosed as forfeited by the Reporting Person on Form 4 on August 24, 2021) and (ii) 1,562 shares of Class A common stock acquired pursuant to the Issuer's 2021 Employee Stock Purchase Plan on November 22, 2021.
3. Represents 180,275 shares and 183,808 RSUs 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.
4. At the Effective Time, (i) 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, and (ii) pursuant to the terms of the Issuer's Outside Director Compensation Policy and/or RSU award agreements between the Issuer and the Reporting Person, the RSUs vested in full in connection with the Merger. At the Effective Time, the vested RSUs were canceled and converted into the right to receive a cash payment of $4,576,819, which represents $24.90 per vested RSU.
5. This option was fully vested at the Effective Time. At the Effective Time, this option was canceled and converted into the right to receive a cash payment of $10,918,891, which represents the difference between (i) the exercise price of the option and (ii) the product of $24.90 and the number of shares subject to the option.
6. This option was fully vested at the Effective Time. At the Effective Time, this option was canceled and converted into the right to receive a cash payment of $3,915,374, which represents the difference between (i) the exercise price of the option and (ii) the product of $24.90 and the number of shares subject to the option.
7. This option was fully vested at the Effective Time. At the Effective Time, this option was canceled and converted into the right to receive a cash payment of $6,653,431, which represents the difference between (i) the exercise price of the option and (ii) the product of $24.90 and the number of shares subject to the option.
8. This option was fully vested at the Effective Time. At the Effective Time, this option was canceled and converted into the right to receive a cash payment of $4,806,472, which represents the difference between (i) the exercise price of the option and (ii) the product of $24.90 and the number of shares subject to the option.
9. This option was fully vested at the Effective Time. At the Effective Time, this option was canceled and converted into the right to receive a cash payment of $1,799,082, which represents the difference between (i) the exercise price of the option and (ii) the product of $24.90 and the number of shares subject to the option.
/s/ Alicia Dietzen, as Attorney-in-Fact 02/01/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FREE Breaking News Alerts from StreetInsider.com!

E-mail Address

StreetInsider.com Top Tickers, 4/25/2024

1. META
2. CMG
3. LRCX
4. IBM
5. SPY
6. BA
7. HCP
8. SNAP
9. TMUS
10. BSX



Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings