KLAUSMEYER KEVIN - 01 Feb 2023 Form 4 Insider Report for KnowBe4, Inc. (KNBE)

Role
Director
Signature
/s/ Alicia Dietzen, as Attorney-in-Fact
Issuer symbol
KNBE
Transactions as of
01 Feb 2023
Transactions value $
$-8,919,877
Form type
4
Filing time
03 Feb 2023, 15:01:47 UTC
Previous filing
05 Dec 2022
Next filing
25 May 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction KNBE Class A Common Stock Disposed to Issuer $-294,119 -11,812 -100% $24.90 0 01 Feb 2023 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction KNBE Stock Option (right to buy) Disposed to Issuer $-8,625,758 -346,416 -100% $24.90 0 01 Feb 2023 Class B Common Stock 346,416 $5.71 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

KLAUSMEYER KEVIN is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Represents restricted stock units ("RSUs") that were disposed of at the effective time (the "Effective Time") of the merger (the "Merger") of Oranje Merger Sub, Inc. ("Merger Sub") 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 Merger Sub (the "Merger Agreement").
F2 Pursuant to the terms of the Issuer's Outside Director Compensation Policy, 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 $294,119, which represents $24.90 per vested RSU.
F3 Pursuant to the terms of a stock option agreement between the Reporting Person and the Issuer, this option vested in full in connection with the Merger. At the Effective Time, this option was canceled and converted into the right to receive a cash payment of $6,647,723, 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.