0000899243-23-003854.txt : 20230203
0000899243-23-003854.hdr.sgml : 20230203
20230203161848
ACCESSION NUMBER: 0000899243-23-003854
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: Elephant Partners GP I, LLC
CENTRAL INDEX KEY: 0001655249
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40351
FILM NUMBER: 23586029
BUSINESS ADDRESS:
STREET 1: ONE MARINA PARK DRIVE, SUITE 900
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: 617-648-9100
MAIL ADDRESS:
STREET 1: ONE MARINA PARK DRIVE, SUITE 900
CITY: BOSTON
STATE: MA
ZIP: 02210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Elephant Partners I, LP
CENTRAL INDEX KEY: 0001655267
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40351
FILM NUMBER: 23586027
BUSINESS ADDRESS:
STREET 1: ONE MARINA PARK DRIVE, SUITE 900
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: 617-648-9100
MAIL ADDRESS:
STREET 1: ONE MARINA PARK DRIVE, SUITE 900
CITY: BOSTON
STATE: MA
ZIP: 02210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Elephant Partners II, L.P.
CENTRAL INDEX KEY: 0001733916
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40351
FILM NUMBER: 23586026
BUSINESS ADDRESS:
STREET 1: 11 NEWBURY STREET, 5TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: (617) 455-1297
MAIL ADDRESS:
STREET 1: 11 NEWBURY STREET, 5TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hunt Andrew
CENTRAL INDEX KEY: 0001858296
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40351
FILM NUMBER: 23586023
MAIL ADDRESS:
STREET 1: C/O ELEPHANT PARTNERS
STREET 2: 11 NEWBURY STREET, 5TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Elephant Partners II-B, L.P.
CENTRAL INDEX KEY: 0001733917
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40351
FILM NUMBER: 23586025
BUSINESS ADDRESS:
STREET 1: 11 NEWBURY STREET, 5TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: (617) 455-1297
MAIL ADDRESS:
STREET 1: 11 NEWBURY STREET, 5TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Elephant Partners 2019 SPV-A, L.P.
CENTRAL INDEX KEY: 0001779116
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40351
FILM NUMBER: 23586024
BUSINESS ADDRESS:
STREET 1: 11 NEWBURY STREET
STREET 2: 5TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: (617) 455-1297
MAIL ADDRESS:
STREET 1: 11 NEWBURY STREET
STREET 2: 5TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Elephant Partners GP II, LLC
CENTRAL INDEX KEY: 0001847020
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40351
FILM NUMBER: 23586028
BUSINESS ADDRESS:
STREET 1: 11 NEWBURY STREET
STREET 2: 5TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: (617) 455-1297
MAIL ADDRESS:
STREET 1: 11 NEWBURY STREET
STREET 2: 5TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
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
doc4.xml
FORM 4 SUBMISSION
X0306
4
2023-02-01
1
0001664998
KnowBe4, Inc.
KNBE
0001655249
Elephant Partners GP I, LLC
8 NEWBURY STREET
6TH FLOOR
BOSTON
MA
02116
0
0
1
0
0001847020
Elephant Partners GP II, LLC
8 NEWBURY STREET
6TH FLOOR
BOSTON
MA
02116
0
0
1
0
0001655267
Elephant Partners I, LP
8 NEWBURY STREET
6TH FLOOR
BOSTON
MA
02116
0
0
1
0
0001733916
Elephant Partners II, L.P.
8 NEWBURY STREET
6TH FLOOR
BOSTON
MA
02116
0
0
1
0
0001733917
Elephant Partners II-B, L.P.
8 NEWBURY STREET
6TH FLOOR
BOSTON
MA
02116
0
0
1
0
0001779116
Elephant Partners 2019 SPV-A, L.P.
8 NEWBURY STREET
6TH FLOOR
BOSTON
MA
02116
0
0
1
0
0001858296
Hunt Andrew
C/O ELEPHANT PARTNERS
8 NEWBURY STREET, 6TH FLOOR
BOSTON
MA
02116
0
0
1
0
Class A Common Stock
2023-02-01
4
D
0
17069823
24.90
D
0
I
See footnotes
Class B Common Stock
0.00
2023-02-01
4
D
0
20000000
24.90
D
Class A Common Stock
20000000
0
I
See footnotes
Represents 17,069,823 shares of Class A Common Stock, par value $0.00001 per share ("Class A Common Stock"), 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.
At the Effective Time, 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.
Represents shares that were disposed of at the Effective Time. At the Effective Time, each outstanding share of the Issuer's Class B Common Stock, par value $0.00001 per share, was canceled and converted into the right to receive $24.90 in cash, without interest, per share.
Consists of (i) 12,168,977 shares of Class A Common Stock held by Elephant Partners I, L.P., (ii) 1,066,682 shares of Class A Common Stock held by Elephant Partners II, L.P. for itself and as nominee for Elephant Partners II-B, L.P., and (iii) 3,834,164 shares of Class A Common Stock held by Elephant Partners 2019 SPV-A, L.P. (collectively, the "Elephant Entities"). Elephant Partners GP I, LLC is the general partner of each of Elephant Partners I, L.P. and Elephant Partners 2019 SPV-A, L.P., and Elephant Partners GP II, LLC is the general partner of each of Elephant Partners II, L.P. and Elephant Partners II-B, L.P. Jeremiah Daly and Andrew Hunt are the managing members of each of Elephant Partners GP I, LLC and Elephant Partners GP II, LLC and may be deemed to have voting and dispositive power over the shares held by each of the Elephant Entities. Mr. Daly is a director of the Issuer and files separate Section 16 reports.
Each of Elephant Partners GP I, LLC, Elephant Partners GP II, LLC, Jeremiah Daly and Andrew Hunt disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and the filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, any of them is the beneficial owner of any securities reported herein.
Consists of (i) 14,257,884 shares of Class B Common Stock held by Elephant Partners I, L.P., (ii) 1,249,788 shares of Class B Common Stock held by Elephant Partners II, L.P. for itself and as nominee for Elephant Partners II-B, L.P., and (iii) 4,492,328 shares of Class B Common Stock held by Elephant Partners 2019 SPV-A, L.P. Elephant Partners GP I, LLC is the general partner of each of Elephant Partners I, L.P. and Elephant Partners 2019 SPV-A, L.P., and Elephant Partners GP II, LLC is the general partner of each of Elephant Partners II, L.P. and Elephant Partners II-B, L.P. Jeremiah Daly and Andrew Hunt are the managing members of each of Elephant Partners GP I, LLC and Elephant Partners GP II, LLC and may be deemed to have voting and dispositive power over the shares held by each of the Elephant Entities. Mr. Daly is a director of the Issuer and files separate Section 16 reports.
/s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP I, LLC
2023-02-03
/s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP II, LLC
2023-02-03
/s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP I, LLC, the general partner of Elephant Partners I, L.P.
2023-02-03
/s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP II, LLC, the general partner of Elephant Partners II, L.P.
2023-02-03
/s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP II, LLC, the general partner of Elephant Partners II-B, L.P.
2023-02-03
/s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP I, LLC, the general partner of Elephant Partners 2019 SPV-A, L.P.
2023-02-03
/s/ Patrick Cammarata, Attorney-in-Fact for Andrew Hunt
2023-02-03