0001664998-21-000024.txt : 20210421 0001664998-21-000024.hdr.sgml : 20210421 20210421190438 ACCESSION NUMBER: 0001664998-21-000024 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210421 FILED AS OF DATE: 20210421 DATE AS OF CHANGE: 20210421 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40351 FILM NUMBER: 21842791 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40351 FILM NUMBER: 21842789 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40351 FILM NUMBER: 21842788 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40351 FILM NUMBER: 21842785 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40351 FILM NUMBER: 21842787 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40351 FILM NUMBER: 21842786 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40351 FILM NUMBER: 21842790 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 3 1 wf-form3_161904626076756.xml FORM 3 X0206 3 2021-04-21 0 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 Common Stock 1328920 I See footnote Series A Convertible Preferred Stock Common Stock 30525040.0 I See footnote Series A-1 Convertible Preferred Stock Common Stock 667840.0 I See footnote Series C-1 Convertible Preferred Stock Common Stock 12931680.0 I See footnote All shares of the preferred stock, par value $0.00001 per share, of the Issuer will automatically be 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, all shares of Common Stock will be reclassified into shares of the Issuer's Class B common stock, par value $0.00001 ("Class B Common Stock"). 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 preferred stock has no expiration date. Consists of (i) 1,210,640 shares held by Elephant Partners I, L.P. and (ii) 118,280 shares held by Elephant Partners II, L.P., for itself and as nominee for Elephant Partners II-B, L.P. Elephant Partners GP I, LLC is the general partner of Elephant Partners I, L.P. 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 Elephant Partners I, L.P. and Elephant Partners II, L.P., for itself and as nominee for Elephant Partners II-B, L.P. 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. Shares held by Elephant Partners I, L.P. Elephant Partners GP I, LLC is the general partner of Elephant Partners I, L.P. Jeremiah Daly and Andrew Hunt are the managing members of Elephant Partners GP I, LLC and may be deemed to have voting and dispositive power over the shares held by Elephant Partners I, L.P. Mr. Daly is a director of the Issuer and files separate Section 16 reports. Consists of (i) 2,722,080 shares held by Elephant Partners II, L.P., for itself and as nominee for Elephant Partners II-B, L.P., and (ii) 10,209,600 shares held by Elephant Partners 2019 SPV-A, L.P. Elephant Partners GP I, LLC is the general partner of 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 Elephant Partners II, L.P., for itself and as nominee for Elephant Partners II-B, L.P., and Elephant Partners 2019 SPV-A, L.P. Mr. Daly is a director of the Issuer and files separate Section 16 reports. Exhibit 24 - Power of Attorney /s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP I, LLC 2021-04-21 /s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP II, LLC 2021-04-21 /s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP I, LLC, the general partner of Elephant Partners I, L.P. 2021-04-21 /s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP II, LLC, the general partner of Elephant Partners II, L.P. 2021-04-21 /s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP II, LLC, the general partner of Elephant Partners II-B, L.P. 2021-04-21 /s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP I, LLC, the general partner of Elephant Partners 2019 SPV-A, L.P. 2021-04-21 /s/ Patrick Cammarata, Attorney-in-Fact for Andrew Hunt 2021-04-21 EX-24 2 ex-24.htm ELEPHANT POA

ELEPHANT PARTNERS GP I, LLC
ELEPHANT PARTNERS GP II, LLC
ELEPHANT PARTNERS GP III, LLC
JAHD MANAGEMENT COMPANY, LLC
JEREMIAH DALY
ANDREW HUNT


POWER OF ATTORNEY

April 20, 2021

Each of the undersigned, including (i) Elephant Partners GP I, LLC, a Delaware limited liability company ("Elephant GP I"), in the normal course of its business and in its capacity as the general partner of each of Elephant Partner I, L.P., Elephant Partners 2019 SPV-A, L.P., Elephant Partners 2019 SPV-B, L.P., any alternative investment vehicles to any of the foregoing and any related entities formed to make co-investments with any of the foregoing, (ii) Elephant Partners GP II, LLC, a Delaware limited liability company ("Elephant GP II"), in the normal course of its business and in its capacity as the general partner of each of Elephant Partner II, L.P., Elephant Partners II-B, L.P., any alternative investment vehicles to any of the foregoing and any related entities formed to make co-investments with any of the foregoing, (iii) Elephant Partners GP III, LLC, a Delaware limited liability company ("Elephant GP III"), in the normal course of its business and in its capacity as the general partner of each of Elephant Partner III, L.P., Elephant Partners III-B, L.P., any alternative investment vehicles to any of the foregoing and any related entities formed to make co-investments with any of the foregoing, (iv) JAHD Management Company, LLC, a Delaware limited liability company (the "Management Company" and together with Elephant GP I, Elephant GP II and Elephant GP III, the "Elephant Management Entities") and (v) each of Jeremiah Daly and Andrew Hunt (the "Managing Members"), individually and in their respective capacities as the managing members of each of the Elephant Management Entities, hereby constitutes and approves PATRICK CAMMARATA (the "Attorney-in-Fact") as the undersigned's true and lawful attorney-in-fact to:

(1)    Execute for and on behalf of the undersigned any and all documents, agreements, filings, reports, consents, waivers, certificates, forms, proxies, notices or communications, or amendments or modifications to any of the foregoing, requested by the undersigned in connection with the conduct of the undersigned's business (collectively, the "Documents");

(2)    Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any and all such Documents;

(3)    Execute for and on behalf of each of the undersigned (a "Reporting Person") any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13F, Schedule 13G, Form 13H, Form 13-F, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the U.S. Securities Act of 1933, as amended, and the U.S. Securities Exchange Act of 1934, as amended (collectively, the "Reports") with respect to each Reporting Person's (a) status as an officer or director of, or (b) ownership of, or transactions in, securities of, any entity whose securities are beneficially owned (directly or indirectly) by the applicable Reporting Person;

(4)    Do and perform any and all acts for and on behalf of each of the undersigned which may be necessary or desirable to complete and execute any such Reports and timely file such forms and schedules with the United States Securities and Exchange Commission and any other stock exchange or similar authority; and

(5)    Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of the Attorney-in-Fact, may be of benefit to, in the best interest of, or legally required by, each of the undersigned, it being understood that the documents executed by the Attorney-in-Fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as the Attorney-in-Fact may approve in his discretion.

The Attorney-in-Fact has been appointed as the Chief Operating Officer of each of the Elephant Management Entities.  In exercising the powers granted herein, the Attorney-in-Fact may execute any and all Documents and Reports (i) on behalf of each Elephant Management Entity as "Chief Operating Officer" (or "COO"), "Authorized Officer," "Authorized Person" or "Authorized Signatory" or (ii) on behalf of any of the undersigned as "Attorney-in-Fact."

Each of the undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the Attorney-in-Fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

Each Reporting Person acknowledges that the Attorney-in-Fact, in serving in such capacity at the request of each such Reporting Person, is in no way hereby assuming, nor is any other Reporting Person hereby assuming, any of each such Reporting Person's responsibilities under the laws of the United States or any state, including without limitation, compliance with Section 16 or Section 13 of the U.S. Securities Exchange Act of 1934, as amended.

This Power of Attorney granted to the Attorney-in-Fact replaces in full any other Power of Attorney executed by any of the undersigned prior to the date hereof with respect to the Attorney-in-Fact and shall remain in full force and effect with respect to each of the undersigned until (x) the Attorney-in-Fact is no longer employed by or otherwise serving as Chief Operating Officer of the Management Company, or (y) a Reporting Person earlier revokes this Power of Attorney with respect to such Reporting Person by delivering written notice of such revocation to the Attorney-in-Fact.

[Signature pages follow.]

IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed effective as of the date first set forth above.



ELEPHANT PARTNERS GP I, LLC


By: /s/ Jeremiah Daly
Name: Jeremiah Daly
Title: Managing Member

By: /s/ Andrew Hunt
Name: Andrew Hunt
Title: Managing Member



ELEPHANT PARTNERS GP II, LLC


By: /s/ Jeremiah Daly
Name: Jeremiah Daly
Title: Managing Member

By: /s/ Andrew Hunt
Name: Andrew Hunt
Title: Managing Member


ELEPHANT PARTNERS GP III, LLC


By: /s/ Jeremiah Daly
Name: Jeremiah Daly
Title: Managing Member

By: /s/ Andrew Hunt
Name: Andrew Hunt
Title: Managing Member



JAHD MANAGEMENT COMPANY, LLC


By: /s/ Jeremiah Daly
Name: Jeremiah Daly
Title: Managing Member

By: /s/ Andrew Hunt
Name: Andrew Hunt
Title: Managing Member


JEREMIAH DALY


By: /s/ Jeremiah Daly
Name: Jeremiah Daly



ANDREW HUNT


By: /s/ Andrew Hunt
Name: Andrew Hunt