Sec Form 4 Filing - Venkataraman Shrikrishna @ KnowBe4, Inc. - 2022-11-15

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 Venkataraman Shrikrishna 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) 11/15/2022 (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 11/15/2022 F 14,665( 1 ) D $ 24.6 364,083( 2 )( 3 ) D Class A Common Stock 02/01/2023 D 364,083( 3 ) D $ 24.9( 4 ) 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) $ 1.02 02/01/2023 D 457,240 ( 5 ) 04/05/2028 Class B Common Stock 457,240 $ 24.9 0 D Stock Option (right to buy) $ 3.42 02/01/2023 D 182,280 ( 6 ) 08/28/2029 Class B Common Stock 182,280 $ 24.9 0 D Stock Option (right to buy) $ 4.97 02/01/2023 D 333,840 ( 7 ) 02/26/2030 Class B Common Stock 333,840 $ 24.9 0 D Stock Option (right to buy) $ 5.6 02/01/2023 D 249,040 ( 8 ) 06/01/2030 Class B Common Stock 249,040 $ 24.9 0 D Stock Option (right to buy) $ 5.85 02/01/2023 D 94,440 ( 9 ) 10/27/2030 Class B Common Stock 94,440 $ 24.9 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Venkataraman Shrikrishna C/O KNOWBE4, INC. 33 N. GARDEN AVENUE CLEARWATER, FL33755 X Signatures /s/ Alicia Dietzen, as Attorney-in-Fact 02/01/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares withheld by KnowBe4, Inc. (the "Issuer") to satisfy tax withholding obligations in connection with the vesting of restricted stock units ("RSUs") based on the closing price of the Issuer's Class A common stock on Nasdaq on November 15, 2022. ( 2 )The number of shares of Class A common stock beneficially owned following this transaction reflects (i) the forfeiture of one additional share of the Issuer's Class A common stock on August 20, 2021 (in addition to the 11 shares disclosed as forfeited by the Reporting Person on Form 4 on August 24, 2021) and (ii) 1,562 shares of Class A common stock acquired pursuant to the Issuer's 2021 Employee Stock Purchase Plan on November 22, 2021. ( 3 )Represents 180,275 shares and 183,808 RSUs that were disposed of at the effective time (the "Effective Time") of the merger (the "Merger") of Oranje Merger Sub, Inc. with and into KnowBe4, Inc. (the "Issuer") pursuant to an Agreement and Plan of Merger, dated October 11, 2022, by and among the Issuer, Oranje Holdco, LLC and Oranje Merger Sub, Inc. ( 4 )At the Effective Time, (i) each outstanding share of the Issuer's Class A common stock was canceled and converted into the right to receive $24.90 in cash, without interest, per share, and (ii) pursuant to the terms of the Issuer's Outside Director Compensation Policy and/or RSU award agreements between the Issuer and the Reporting Person, the RSUs vested in full in connection with the Merger. At the Effective Time, the vested RSUs were canceled and converted into the right to receive a cash payment of $4,576,819, which represents $24.90 per vested RSU. ( 5 )This option was fully vested at the Effective Time. At the Effective Time, this option was canceled and converted into the right to receive a cash payment of $10,918,891, which represents the difference between (i) the exercise price of the option and (ii) the product of $24.90 and the number of shares subject to the option. ( 6 )This option was fully vested at the Effective Time. At the Effective Time, this option was canceled and converted into the right to receive a cash payment of $3,915,374, which represents the difference between (i) the exercise price of the option and (ii) the product of $24.90 and the number of shares subject to the option. ( 7 )This option was fully vested at the Effective Time. At the Effective Time, this option was canceled and converted into the right to receive a cash payment of $6,653,431, which represents the difference between (i) the exercise price of the option and (ii) the product of $24.90 and the number of shares subject to the option. ( 8 )This option was fully vested at the Effective Time. At the Effective Time, this option was canceled and converted into the right to receive a cash payment of $4,806,472, which represents the difference between (i) the exercise price of the option and (ii) the product of $24.90 and the number of shares subject to the option. ( 9 )This option was fully vested at the Effective Time. At the Effective Time, this option was canceled and converted into the right to receive a cash payment of $1,799,082, which represents the difference between (i) the exercise price of the option and (ii) the product of $24.90 and the number of shares subject to the option.

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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