Sec Form 4 Filing - GOLDMAN SACHS GROUP INC @ KnowBe4, Inc. - 2021-04-26

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GOLDMAN SACHS GROUP INC 2. Issuer Name and Ticker or Trading Symbol KnowBe4, Inc. [ KNBE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 200 WEST STREET 3. Date of Earliest Transaction (MM/DD/YY) 04/26/2021 (Street) NEW YORK, NY10282 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 04/26/2021 C( 1 ) 13,160,560 A 14,077,560 I See Footnote ( 2 ) ( 3 ) ( 4 ) Common Stock 04/26/2021 J( 1 ) V 14,077,560 D 0 I See Footnote ( 2 ) ( 3 ) ( 4 )

Series B Convertible Preferred Stock 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares ( 1 ) 04/26/2021 C( 1 ) 13,160,560 ( 1 ) ( 1 ) Common Stock 13,160,560 ( 1 ) 0 I See Footnote ( 2 ) ( 3 ) ( 4 ) Class B Common Stock ( 5 ) 04/26/2021 J( 1 ) V 14,077,560 ( 5 ) ( 5 ) Class A Common Stock 14,077,560 ( 1 ) 14,077,560 I See Footnote ( 2 ) ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK, NY10282 X GOLDMAN SACHS & CO. LLC 200 WEST STREET NEW YORK, NY10282 X Broad Street Principal Investments, L.L.C. 200 WEST STREET NEW YORK, NY10282 X StoneBridge 2017, L.P. 200 WEST STREET NEW YORK, NY10282 X StoneBridge 2017 Offshore, L.P. 200 WEST STREET NEW YORK, NY10282 X Bridge Street Opportunity Advisors, L.L.C. 200 WEST STREET NEW YORK, NY10282 X Signatures /s/ Jamison Yardley, Attorney-in-fact 04/27/2021 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 04/27/2021 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 04/27/2021 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 04/27/2021 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 04/27/2021 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 04/27/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )All shares of the series B convertible preferred stock, par value $0.00001 per share ("Series B Preferred Stock"), of KnowBe4, Inc. (the "Issuer") were automatically 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, pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock held by BSPI and the SB Funds was reclassified into one share of the Issuer's Class B common stock, par value $0.00001 ("Class B Common Stock"). ( 2 )This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), StoneBridge 2017, L.P. ("SB Fund"), StoneBridge 2017 Offshore, L.P. ("SB Fund Offshore," and together with SB Fund, the "SB Funds") and Bridge Street Opportunity Advisors, L.L.C ("Bridge Street"). Goldman Sachs is a subsidiary of GS Group. Goldman Sachs is the investment manager of the SB Funds. Each of Bridge Street and BSPI is wholly owned by GS Group. ( 3 )Prior to the conversion and reclassification described in footnote 1, BSPI held 11,961,200 shares of Series B Preferred Stock and 833,440 shares of Common Stock, SB Fund held 820,240 shares of Series B Preferred Stock and 57,160 shares of Common Stock, and SB Fund Offshore held 379,120 shares of Series B Preferred Stock and 26,400 shares of Common Stock. Immediately following the conversion described in footnote 1, BSPI held 12,794,640 shares of Common Stock, SB Fund held 877,400 shares of Common Stock, and SB Fund Offshore held 405,520 shares of Common Stock. Immediately following the reclassification described in footnote 1, BSPI held 12,794,640 shares of Class B Common Stock, SB Fund held 877,400 shares of Class B Common Stock, and SB Fund Offshore held 405,520 shares of Class B Common Stock. ( 4 )Because of the relationships among GS Group, Goldman Sachs, BSPI, Bridge Street and the SB Funds, each of GS Group and Goldman Sachs may be deemed a beneficial owner of Series B Preferred Stock, Common Stock, and Class B Common Stock held by BSPI and the SB Funds, and Bridge Street may be deemed a beneficial owner of Series B Preferred Stock, Common Stock, and Class B Common Stock held by the SB Funds. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any. ( 5 )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 Class B Common Stock has no expiration date.

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