0000895345-21-000470.txt : 20210428 0000895345-21-000470.hdr.sgml : 20210428 20210428083421 ACCESSION NUMBER: 0000895345-21-000470 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210426 FILED AS OF DATE: 20210428 DATE AS OF CHANGE: 20210428 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DISABATO JOSEPH P CENTRAL INDEX KEY: 0001052579 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40351 FILM NUMBER: 21861520 MAIL ADDRESS: STREET 1: GOLDMAN, SACHS & CO. STREET 2: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KnowBe4, Inc. CENTRAL INDEX KEY: 0001664998 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 273205919 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 33 NORTH GARDEN AVENUE STREET 2: SUITE 1200 CITY: CLEARWATER STATE: FL ZIP: 33755 BUSINESS PHONE: (855) 566-9234 MAIL ADDRESS: STREET 1: 33 NORTH GARDEN AVENUE STREET 2: SUITE 1200 CITY: CLEARWATER STATE: FL ZIP: 33755 4 1 form4.xml X0306 4 2021-04-26 0001664998 KnowBe4, Inc. KNBE 0001052579 DISABATO JOSEPH P GOLDMAN SACHS GROUP 200 WEST STREET NEW YORK NY 10282 true Common Stock 2021-04-26 4 C 0 13160560 A 14077560 I See Footnote Common Stock 2021-04-26 5 J 0 14077560 D 0 I See Footnote Series B Convertible Preferred Stock 2021-04-26 4 C 0 13160560 D Common Stock 13160560 0 I See Footnote Class B Common Stock 2021-04-26 5 J 0 14077560 A Class A Common Stock 14077560 14077560 I See Footnote 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"). 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"). 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. 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. /s/ Jamison Yardley, as Attorney-in-Fact 2021-04-27