Sec Form 4 Filing - GOLDMAN SACHS GROUP INC @ KnowBe4, Inc. - 2022-02-23

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) X __ 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) 02/23/2022 (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 Class A Common Stock 02/23/2022 C( 1 ) 2,310,000 A 2,310,233( 2 )( 3 )( 4 ) I See Footnotes( 2 )( 3 )( 4 ) Class A Common Stock 02/23/2022 G( 5 ) 2,310,000 D $ 0 233( 2 )( 3 )( 4 ) I See Footnotes( 2 )( 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 ( 1 ) 02/23/2022 C( 1 ) 2,310,000 ( 1 ) ( 1 ) Class A Common Stock 2,310,000 ( 1 ) 9,171,033 I See Footnotes( 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 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 Bridge Street Opportunity Advisors, 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 Signatures /s/ Crystal Orgill, Attorney-in-fact 02/25/2022 Signature of Reporting Person Date /s/ Crystal Orgill, Attorney-in-fact 02/25/2022 Signature of Reporting Person Date /s/ Crystal Orgill, Attorney-in-fact 02/25/2022 Signature of Reporting Person Date /s/ Crystal Orgill, Attorney-in-fact 02/25/2022 Signature of Reporting Person Date /s/ Crystal Orgill, Attorney-in-fact 02/25/2022 Signature of Reporting Person Date /s/ Crystal Orgill, Attorney-in-fact 02/25/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 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 )After giving effect to the donation on February 23, 2022: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 233 shares of Class A Common Stock and 9,171,033 shares of Class B Common Stock by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 8,124,738 shares of Class B Common Stock held directly by BSPI, (ii) 715,570 shares of Class B Common Stock held directly by SB Fund; (iii) 330,725 shares of Class B Common Stock held directly by SB Fund Offshore; and (iv) 1,046,295 shares of Class B Common Stock held indirectly by Bridge Street. ( 4 )Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. ( 5 )This transaction represents a donation of shares of the Issuer's Class A Common Stock to a charity.

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