Sec Form 4 Filing - KKR Knowledge Investors L.P. @ KnowBe4, Inc. - 2022-12-01

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
KKR Knowledge Investors L.P.
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 KOHLBERG KRAVIS ROBERTS & CO. L.P., 30 HUDSON YARDS
3. Date of Earliest Transaction (MM/DD/YY)
12/01/2022
(Street)
NEW YORK, NY10001
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 12/01/2022 C( 1 ) 12,048,193 A 12,048,193 I See footnotes( 3 )( 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 (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 ( 2 ) 12/01/2022 C( 1 ) 12,048,193 ( 2 ) ( 2 ) Class A Common Stock 12,048,193 ( 1 ) 14,067,702 I See footnotes( 3 )( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KKR Knowledge Investors L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY10001
X
KKR Knowledge Investors GP LLC
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY10001
X
KKR Next Generation Technology Growth Fund L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY10001
X
KKR Associates NGT L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY10001
X
KKR Next Gen Tech Growth Ltd
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY10001
X
Signatures
KKR Knowledge Investors L.P. By: KKR Knowledge Investors GP LLC, its general partner By: /s/ Christopher Lee Name: Christopher Lee Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer 12/05/2022
Signature of Reporting Person Date
KKR Knowledge Investors GP LLC By: /s/ Christopher Lee Name: Christopher Lee Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer 12/05/2022
Signature of Reporting Person Date
KKR Next Generation Technology Growth Fund L.P. By: KKR Associates NGT L.P., general partner, By: KKR Next Gen Tech Growth Limited, its general partner, By: /s/ Christopher Lee Name: Christopher Lee Title: Attorney-in-fact for Robert H. Lewin, Director 12/05/2022
Signature of Reporting Person Date
KKR Associates NGT L.P. By: KKR Next Gen Tech Growth Limited, its general partner By: /s/ Christopher Lee Name: Christopher Lee Title: Attorney-in-fact for Robert H. Lewin, Director 12/05/2022
Signature of Reporting Person Date
KKR Next Gen Tech Growth Limited By: /s/ Christopher Lee Name: Christopher Lee Title: Attorney-in-fact for Robert H. Lewin, Director 12/05/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a conversion of Class B common stock, par value $0.00001 ("Class B Common Stock"), of KnowBe4, Inc. (the "Issuer") into an equal number of shares of Class A common stock, par value $0.00001, of the Issuer ("Class A Common Stock").
( 2 )Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the 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.
( 3 )The securities reported herein are held by KKR Knowledge Investors L.P. KKR Knowledge Investors GP LLC is the general partner of KKR Knowledge Investors L.P. KKR Next Generation Technology Growth Fund L.P. is the sole member of KKR Knowledge Investors GP LLC. KKR Associates NGT L.P. is the general partner of KKR Next Generation Technology Growth Fund L.P. KKR Next Gen Tech Growth Limited is the general partner of KKR Associates NGT L.P. KKR Group Partnership L.P. is the sole shareholder of KKR Next Gen Tech Growth Limited. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR Group Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR & Co. Inc. is the sole shareholder of KKR Group Co. Inc. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.
( 4 )Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. 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 Persons are the beneficial owners of any securities reported herein.

Remarks:
Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4.

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).
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