0001664998-21-000040.txt : 20210427
0001664998-21-000040.hdr.sgml : 20210427
20210427215846
ACCESSION NUMBER: 0001664998-21-000040
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210426
FILED AS OF DATE: 20210427
DATE AS OF CHANGE: 20210427
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: 21861139
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: 21861137
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: 21861136
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: 21861133
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: 21861135
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: 21861134
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: 21861138
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
wf-form4_161957511020816.xml
FORM 4
X0306
4
2021-04-26
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
2021-04-26
4
C
0
44124560
0
A
45453480
I
See footnote
Common Stock
2021-04-26
4
J
0
45453480
0
D
0
I
See footnote
Series A Convertible Preferred Stock
2021-04-26
4
C
0
30525040
0
D
Common Stock
30525040.0
0
I
See footnote
Series A-1 Convertible Preferred Stock
2021-04-26
4
C
0
667840
0
D
Common Stock
667840.0
0
I
See footnote
Series C-1 Convertible Preferred Stock
2021-04-26
4
C
0
12931680
0
D
Common Stock
12931680.0
0
I
See footnote
Class B Common Stock
2021-04-26
4
J
0
45453480
0
A
Class A Common Stock
45453480.0
45453480
I
See footnote
Each share of Series A Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Class A Common Stock (the "IPO") and had no expiration date.
Each share of Series A-1 Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the IPO and had no expiration date.
Each share of Series C-1 Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the IPO and had no expiration date.
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 owners of any securities reported herein.
Consists of (i) 32,403,520 shares held by Elephant Partners I, L.P., (ii) 2,840,360 shares held by Elephant Partners II, L.P. for itself and as nominee for Elephant Partners II-B, L.P., and (iii) 10,209,600 shares held by Elephant Partners 2019 SPV-A, L.P. (collectively, the "Elephant Entities"). Elephant Partners GP I, LLC is the general partner 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.
Pursuant to a reclassification exempt under Rule 16b-7 (the "Reclassification"), each share of the Issuer's common stock, par value $0.00001 (the "Common Stock"), was automatically reclassified into one share of the Issuer's Class B Common Stock, par value $0.00001 per share (the "Class B Common Stock"), immediately prior to the closing of the IPO of the Issuer's Class A Common Stock, par value $0.00001 per share (the "Class A 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.
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.
/s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP I, LLC
2021-04-27
/s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP II, LLC
2021-04-27
/s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP I, LLC, the general partner of Elephant Partners I, L.P.
2021-04-27
/s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP II, LLC, the general partner of Elephant Partners II, L.P.
2021-04-27
/s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP II, LLC, the general partner of Elephant Partners II-B, L.P.
2021-04-27
/s/ Patrick Cammarata, Authorized Officer of Elephant Partners GP I, LLC, the general partner of Elephant Partners 2019 SPV-A, L.P.
2021-04-27
/s/ Patrick Cammarata, Attorney-in-Fact for Andrew Hunt
2021-04-27