Sec Form 4/A Filing - Letonoff Lars @ KnowBe4, Inc. - 2022-02-22

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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)
02/22/2022
(Street)
CLEARWATER, FL33755
4. If Amendment, Date Original Filed (MM/DD/YY)
02/24/2022
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 02/22/2022 A 83,706( 1 ) A $ 0 233,706( 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
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/ Kristen Wiggins, as Attorney-in-Fact 12/02/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of KnowBe4, Inc.'s (the "Issuer") Class A Common Stock. This amendment corrects the number of RSUs acquired by the Reporting Person on February 22, 2022.
( 2 )This amendment also corrects the number of securities beneficially owned by the Reporting Person on February 22, 2022. The number of securities beneficially owned by the Reporting Person on February 22, 2022 was 233,706. Thus, the securities beneficially owned as reported in Table I, Column 5 of all subsequent Forms 4 for the Reporting Person is similarly understated by 416. As of December 2, 2022, the Reporting Person beneficially owns 211,690 securities.

Remarks:
Co-President & Chief Revenue Officer

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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