SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Venkataraman Shrikrishna

(Last)

(First)

(Middle)

C/O KNOWBE4, INC.

33 N. GARDEN AVENUE

(Street)

CLEARWATER

33755

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KnowBe4, Inc. [ KNBE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Co-President & CFO

3. Date of Earliest Transaction (Month/Day/Year)
04/26/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$1.02	04/26/2021		J⁽¹⁾⁽²⁾			653,800	⁽³⁾	04/05/2028	Common Stock	653,800	$0⁽¹⁾	0	D
Stock Option (right to buy)	$1.02	04/26/2021		J⁽¹⁾⁽²⁾		653,800		⁽³⁾	04/05/2028	Class B Common Stock	653,800	$0⁽¹⁾	653,800	D
Stock Option (right to buy)	$3.42	04/26/2021		J⁽¹⁾⁽²⁾			254,040	⁽⁴⁾	08/28/2029	Common Stock	254,040	$0⁽¹⁾	0	D
Stock Option (right to buy)	$3.42	04/26/2021		J⁽¹⁾⁽²⁾		254,040		⁽⁴⁾	08/28/2029	Class B Common Stock	254,040	$0⁽¹⁾	254,040	D
Stock Option (right to buy)	$4.97	04/26/2021		J⁽¹⁾⁽²⁾			348,360	⁽⁵⁾	02/26/2030	Common Stock	348,360	$0⁽¹⁾	0	D
Stock Option (right to buy)	$4.97	04/26/2021		J⁽¹⁾⁽²⁾		348,360		⁽⁵⁾	02/26/2030	Class B Common Stock	348,360	$0⁽¹⁾	348,360	D
Stock Option (right to buy)	$5.6	04/26/2021		J⁽¹⁾⁽²⁾			254,040	⁽⁶⁾	06/01/2030	Common Stock	254,040	$0⁽¹⁾	0	D
Stock Option (right to buy)	$5.6	04/26/2021		J⁽¹⁾⁽²⁾		254,040		⁽⁶⁾	06/01/2030	Class B Common Stock	254,040	$0⁽¹⁾	254,040	D
Stock Option (right to buy)	$5.85	04/26/2021		J⁽¹⁾⁽²⁾			94,440	⁽⁷⁾	10/27/2030	Common Stock	94,440	$0⁽¹⁾	0	D
Stock Option (right to buy)	$5.85	04/26/2021		J⁽¹⁾⁽²⁾		94,440		⁽⁷⁾	10/27/2030	Class B Common Stock	94,440	$0⁽¹⁾	94,440	D

Explanation of Responses:

1. 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.

2. Effective upon the occurrence of the Reclassification, all stock options outstanding under the Issuer's 2016 Equity Incentive Plan (the "2016 Plan") cover shares of Class B Common Stock.

3. Option granted under the 2016 Plan. Twenty-five percent (25%) of the shares subject to the option vested on April 5, 2019, and, thereafter, the remaining number of shares subject to the option shall vest in equal monthly installments over the following thirty-six (36) months.

4. Option granted under the 2016 Plan. Twenty-five percent (25%) of the shares subject to the option vested on August 28, 2020, and, thereafter, remaining number of shares subject to the option shall vest in equal monthly installments over the following thirty-six (36) months.

5. Option granted under the 2016 Plan. Twenty-five percent (25%) of the shares subject to the option vested on February 26, 2021, and, thereafter, the remaining number of shares subject to the option shall in equal monthly installments over following thirty-six (36) months.

6. Option granted under the 2016 Plan. Twenty-five percent (25%) of the shares subject to the option shall vest on June 1, 2021, and, thereafter, the remaining number of shares subject to the option shall vest in equal monthly installments over the following thirty-six (36) months.

7. Option granted under the 2016 Plan. Twenty-five percent (25%) of the shares subject to the option shall vest on October 27, 2021, and, thereafter, the remaining number of shares subject to the option shall vest in equal monthly installments over the following thirty-six (36) months.

Remarks:

	/s/ Alicia Dietzen, as Attorney-in-Fact	04/27/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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