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