Sec Form 4 Filing - VEPF VII GP, LTD. @ KnowBe4, Inc. - 2021-04-26

Insider filing report for Changes in Beneficial Ownership
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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
VEPF VII GP, LTD.
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)
C/O VISTA EQUITY PARTNERS, 4 EMBARCADERO CENTER, 20TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/26/2021
(Street)
SAN FRANCISCO, CA94111
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
Class A Common Stock 04/26/2021 P 1,875,000 A $ 16 1,875,000 I See footnote ( 1 )
Common Stock 04/26/2021 C( 2 ) 14,557,960 A $ 0 ( 2 ) 14,557,960 I See footnote ( 3 )
Common Stock 04/26/2021 J( 2 ) 14,557,960 D $ 0 ( 2 ) 0 I See footnote ( 3 )
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
Series A-1 Preferred Stock ( 2 ) 04/26/2021 C 4,064,760 ( 2 ) ( 2 ) Class B Common Stock 4,064,760 $ 0 0 I See footnote ( 3 )
Series B Preferred Stock ( 2 ) 04/26/2021 C 3,196,880 ( 2 ) ( 2 ) Class B Common Stock 3,196,880 $ 0 0 I See footnote ( 3 )
Series C Preferred Stock ( 2 ) 04/26/2021 C 739,320 ( 2 ) ( 2 ) Class B Common Stock 739,320 $ 0 0 I See footnote ( 3 )
Series C-1 Preferred Stock ( 2 ) 04/26/2021 C 6,557,000 ( 2 ) ( 2 ) Class B Common Stock 6,557,000 $ 0 0 I See footnote ( 3 )
Class B Common Stock ( 4 ) 04/26/2021 J( 2 ) 14,557,960 ( 4 ) ( 4 ) Class A Common Stock 14,557,960 $ 0 14,557,960 I See footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
VEPF VII GP, LTD.
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FLOOR
SAN FRANCISCO, CA94111
X
VEPF VII SPV I HOLDINGS, L.P.
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FLOOR
SAN FRANCISCO, CA94111
X
VISTA EQUITY PARTNERS FUND VII GP, L.P.
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FLOOR
SAN FRANCISCO, CA94111
X
SMITH ROBERT F
C/O VISTA EQUITY PARTNERS
401 CONGRESS DRIVE, SUITE 3100
AUSTIN, TX78701
X
Signatures
/s/ Robert F. Smith, Authorized Signatory of Vista Equity Partners Fund VII GP, L.P. 04/28/2021
Signature of Reporting Person Date
/s/ Robert F. Smith, Authorized Signatory of VEPF VII SPV I Holdings, L.P. 04/28/2021
Signature of Reporting Person Date
/s/ Robert F. Smith, Authorized Signatory of VEPF VII GP, Ltd. 04/28/2021
Signature of Reporting Person Date
/s/ Robert F. Smith 04/28/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported securities are owned directly by VEPF VII SPV I, L.P. Vista Equity Partners Fund VII GP, L.P., or Fund VII GP, is the sole general partner of VEPF VII SPV I, L.P. Fund VII GP's sole general partner is VEPF VII GP, Ltd., or Fund VII UGP. Robert F. Smith is the sole director and one of the members of Fund VII UGP. Consequently, Mr. Smith, Fund VII GP and Fund VII UGP may be deemed the beneficial owners of the shares held by VEPF VII SPV I, L.P. Each of the reporting persons expressly disclaim beneficial ownership of any shares not held directly, except to the extent of its or his pecuniary interest.
( 2 )The shares of Series A-1 Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series C-1 Convertible Preferred Stock were automatically converted into shares of Common Stock on a one-for one-basis immediately prior to closing of the initial public offering of KnowBe4, Inc. Immediately thereafter, but still prior to the closing of the initial public offering, all shares of Common Stock were reclassified into shares of Class B Common Stock, in an exempt transaction under Rule 16b-7.
( 3 )The reported securities are owned directly by VEPF VII SPV I Holdings, L.P, or Vista SPV. Fund VII GP is the sole general partner of Vista SPV. Fund VII GP's sole general partner is Fund VII UGP. Robert F. Smith is the sole director and one of the members of Fund VII UGP. Consequently, Mr. Smith, Fund VII GP and Fund VII UGP may be deemed the beneficial owners of the shares held by Vista SPV. Each of the reporting persons expressly disclaim beneficial ownership of any shares not held directly, except to the extent of its or his pecuniary interest.
( 4 )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 exceptions, convert automatically into one share of Class A Common Stock upon any transfer.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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