Sec Form 4 Filing - KLAUSMEYER KEVIN @ KnowBe4, Inc. - 2022-08-10

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
KLAUSMEYER KEVIN
2. Issuer Name and Ticker or Trading Symbol
KnowBe4, Inc. [ KNBE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 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)
08/10/2022
(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 08/10/2022 C( 1 ) 11,616 A $ 0( 1 ) 23,428( 2 ) D
Class A Common Stock 08/10/2022 S( 3 ) 5,808 D $ 19.108( 4 ) 17,620( 2 ) D
Class A Common Stock 08/10/2022 S( 3 ) 5,808 D $ 19.1093( 5 ) 11,812( 2 ) 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) $ 5.71 08/10/2022 M 11,616 ( 6 ) 08/03/2030 Class B Common Stock 11,616 $ 0 411,756 D
Class B Common Stock $ 0 08/10/2022 M 11,616 ( 1 ) ( 1 ) Class A Common Stock 11,616 $ 5.71 11,616 D
Class B Common Stock $ 0 08/10/2022 C( 1 ) 11,616 ( 1 ) ( 1 ) Class A Common Stock 11,616 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KLAUSMEYER KEVIN
C/O KNOWBE4, INC.
33 N. GARDEN AVENUE
CLEARWATER, FL33755
X
Signatures
/s/ Kristen Wiggins, as Attorney-in-Fact 08/12/2022
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 )Certain of these securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Class A Common Stock, subject to the applicable vesting schedule and conditions of each RSU.
( 3 )The sale of shares reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan entered into by the Reporting Person on August 16, 2021.
( 4 )Represents the weighted average share price of an aggregate total of 5,808 shares sold in the price range of $19.00 to $19.36 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
( 5 )Represents the weighted average share price of an aggregate total of 5,808 shares sold in the price range of $19.00 to $19.32 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
( 6 )Option granted under the Issuer's 2016 Equity Incentive Plan. Twenty-five (25%) of the shares subject to the option vested on August 3, 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.

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