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