Sec Form 4 Filing - Daly Jeremiah @ KnowBe4, Inc. - 2021-08-16

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 Daly Jeremiah 2. Issuer Name and Ticker or Trading Symbol KnowBe4, Inc. [ KNBE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O KNOWBE4, INC., 33 N. GARDEN AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 08/16/2021 (Street) CLEARWATER, FL33755 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 08/16/2021 C( 1 ) 3,416,966 A $ 0 ( 1 ) 3,416,966 I See footnotes ( 2 ) ( 3 ) Class A Common Stock 08/16/2021 S( 4 ) 3,416,966 D $ 19.92 ( 4 ) 0 I See footnotes ( 2 ) ( 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 Class B Common Stock ( 1 ) 08/16/2021 C( 1 ) 3,416,966 ( 2 ) ( 3 ) ( 1 ) ( 1 ) Class A Common Stock 3,416,966 ( 2 ) ( 3 ) $ 0 ( 1 ) 42,036,514 I See footnotes ( 3 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Daly Jeremiah C/O KNOWBE4, INC. 33 N. GARDEN AVENUE CLEARWATER, FL33755 X X Signatures /s/ Patrick Cammarata, Attorney-in-Fact 08/18/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of the Issuer's Class B Common Stock, par value $0.00001 per share (the "Class B Common Stock") is convertible at any time at the option of the holder into one share of the Issuer's Class A Common Stock, par value $0.00001 per share (the "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 )Consists of (i) 2,435,936 shares held by Elephant Partners I, L.P., (ii) 213,523 shares held by Elephant Partners II, L.P. for itself and as nominee for Elephant Partners II-B, L.P., and (iii) 767,507 shares held by Elephant Partners 2019 SPV-A, L.P. (collectively, the "Elephant Entities"). Elephant Partners GP I, LLC is the general partner of each 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. The Reporting Person 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. ( 3 )The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the 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, the Reporting Person is the beneficial owner of any securities reported herein. ( 4 )Pursuant to an underwriting agreement and in connection with a registered public offering of shares of the Issuer's Class A Common Stock, pursuant to a final prospectus dated August 11, 2021, which offering was consummated on August 16, 2021, the Elephant Entities collectively sold 3,416,966 shares of Class A Common Stock, at a price per share of $19.92 (after underwriting discounts and commissions). Each of the Elephant Entities was a selling stockholder in the registered public offering. ( 5 )Consists of (i) 29,967,584 shares held by Elephant Partners I, L.P., (ii) 2,626,837 shares held by Elephant Partners II, L.P. for itself and as nominee for Elephant Partners II-B, L.P., and (ii) 9,442,093 shares held by Elephant Partners 2019 SPV-A, L.P. Elephant Partners GP I, LLC is the general partner of each 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. The Reporting Person 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.

Remarks: Exhibit 24 - Power of Attorney

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