Sec Form 4 Filing - Letonoff Lars @ 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
Letonoff Lars
2. Issuer Name and Ticker or Trading Symbol
KnowBe4, Inc. [ KNBE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See remarks
(Last) (First) (Middle)
C/O KNOWBE4, INC., 33 N. GARDEN AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
04/26/2021
(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
Common Stock 04/26/2021 J( 1 ) 117,167 D $ 0 ( 1 ) 0 D
Class A Common Stock 04/26/2021 C( 1 ) 53,894 A $ 0 ( 1 ) 252,825 D
Class A Common Stock 04/26/2021 S 252,825 D $ 16 0 D
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
Stock Option (right to buy) $ 0.67 04/26/2021 J( 1 )( 2 ) 395,895 ( 3 ) 05/01/2027 Common Stock 395,895 $ 0 ( 1 ) 0 D
Stock Option (right to buy) $ 0.67 04/26/2021 J( 1 )( 2 ) 395,895 ( 3 ) 05/01/2027 Class B Common Stock 395,895 $ 0 ( 1 ) 395,895 D
Stock Option (right to buy) $ 1.3 04/26/2021 J( 1 )( 2 ) 368,498 ( 4 ) 11/03/2027 Common Stock 368,498 $ 0 ( 1 ) 0 D
Stock Option (right to buy) $ 1.3 04/26/2021 J( 1 )( 2 ) 368,498 ( 4 ) 11/03/2027 Class B Common Stock 368,498 $ 0 ( 1 ) 368,498 D
Stock Option (right to buy) $ 4.97 04/26/2021 J( 1 )( 2 ) 348,360 ( 5 ) 02/26/2030 Common Stock 348,360 $ 0 ( 1 ) 0 D
Stock Option (right to buy) $ 4.97 04/26/2021 J( 1 )( 2 ) 348,360 ( 5 ) 02/26/2030 Class B Common Stock 348,360 $ 0 ( 1 ) 348,360 D
Stock Option (right to buy) $ 5.85 04/26/2021 J( 1 )( 2 ) 94,440 ( 6 ) 10/27/2030 Common Stock 94,440 $ 0 ( 1 ) 0 D
Stock Option (right to buy) $ 5.85 04/26/2021 J( 1 )( 2 ) 94,440 ( 6 ) 10/27/2030 Class B Common Stock 94,440 $ 0 ( 1 ) 94,440 D
Class B Common Stock $ 0 ( 1 ) 04/26/2021 J( 1 ) 117,167 ( 1 ) ( 1 ) Class A Common Stock 117,167 $ 0 ( 1 ) 117,167 D
Class B Common Stock $ 0 ( 1 ) 04/26/2021 C( 1 ) 53,894 ( 1 ) ( 1 ) Class A Common Stock 53,894 $ 0 ( 1 ) 63,273 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Letonoff Lars
C/O KNOWBE4, INC.
33 N. GARDEN AVENUE
CLEARWATER, FL33755
See remarks
Signatures
/s/ Alicia Dietzen, as Attorney-in-Fact 04/27/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to a reclassification exempt under Rule 16b-7 (the "Reclassification"), each share of the Issuer's common stock, par value $0.00001 (the "Common Stock"), was automatically reclassified into one share of the Issuer's Class B Common Stock, par value $0.00001 per share (the "Class B Common Stock"), immediately prior to the closing of the IPO of the Issuer's Class A Common Stock, par value $0.00001 per share (the "Class A Common Stock"). 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.
( 2 )Effective upon the occurrence of the Reclassification, all stock options outstanding under the Issuer's 2016 Equity Incentive Plan (the "2016 Plan") cover shares of Class B Common Stock.
( 3 )Option granted under the 2016 Plan. Twenty-five percent (25%) of the shares subject to the option vested on May 1, 2018, and, thereafter, the remaining number of shares subject to the option shall vest in equal monthly installments over the following thirty-six (36) months.
( 4 )Option granted under the 2016 Plan. Twenty-five percent (25%) of the shares subject to the option vested on November 3, 2018, and, thereafter, the remaining number of shares subject to the option shall vest in equal monthly installments over the following thirty-six (36) months.
( 5 )Option granted under the 2016 Plan. Twenty-five percent (25%) of the shares subject to the option vested on February 26, 2021, and, thereafter, the remaining number of shares subject to the option shall in equal monthly installments over following thirty-six (36) months.
( 6 )Option granted under the 2016 Plan. Twenty-five percent (25%) of the shares subject to the option shall vest on October 27, 2021, and, thereafter, the remaining number of shares subject to the option shall vest in equal monthly installments over the following thirty-six (36) months.

Remarks:
Co-President & Chief Revenue Officer

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