0001664998-23-000008.txt : 20230203
0001664998-23-000008.hdr.sgml : 20230203
20230203160450
ACCESSION NUMBER: 0001664998-23-000008
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230201
FILED AS OF DATE: 20230203
DATE AS OF CHANGE: 20230203
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WILSON KARA
CENTRAL INDEX KEY: 0001529006
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40351
FILM NUMBER: 23585727
MAIL ADDRESS:
STREET 1: C/O SUCCESSFACTORS, INC.
STREET 2: 1500 FASHION ISLAND BLVD., SUITE 300
CITY: SAN MATEO
STATE: CA
ZIP: 94404
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
wf-form4_167545826004249.xml
FORM 4
X0306
4
2023-02-01
1
0001664998
KnowBe4, Inc.
KNBE
0001529006
WILSON KARA
C/O KNOWBE4, INC.
33 N. GARDEN AVENUE
CLEARWATER
FL
33755
1
0
0
0
Class A Common Stock
2023-02-01
4
D
0
11812
24.90
D
0
D
Stock Option (right to buy)
3.38
2023-02-01
4
D
0
696760
24.90
D
2030-01-09
Class B Common Stock
696760.0
0
D
Represents restricted stock units ("RSUs") that were disposed of at the effective time (the "Effective Time") of the merger (the "Merger") of Oranje Merger Sub, Inc. ("Merger Sub") 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 Merger Sub (the "Merger Agreement").
Pursuant to the terms of the Issuer's Outside Director Compensation Policy, 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 $294,119, which represents $24.90 per vested RSU.
Pursuant to the terms of a stock option agreement between the Reporting Person and the Issuer, this option vested in full in connection with the Merger. At the Effective Time, this option was canceled and converted into the right to receive a cash payment of $14,994,275, 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.
The foregoing descriptions in notes (1), (2) and (3) are qualified in their entirety by reference to the terms of the Merger Agreement. In the event of any conflict between the descriptions above and the terms set forth in the Merger Agreement, the terms set forth in the Merger Agreement shall control.
/s/ Alicia Dietzen, as Attorney-in-Fact
2023-02-01