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

Role: Chief Executive Officer, Director
Signature: /s/ Alicia Dietzen, as Attorney-in-Fact
Issuer symbol: KNBE
Transactions as of: 01 Feb 2023
Net transactions value: -$121,954,622
Form type: 4
Filing time: 03 Feb 2023, 15:02:54 UTC
Previous filing: 02 Dec 2022
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	$12,936,397	-519,534	-100%	$24.90	0	01 Feb 2023	Direct	F1, F2
transaction	KNBE	Class A Common Stock	Disposed to Issuer	$54,509,113	-2,189,121	-100%	$24.90	0	01 Feb 2023	See footnote	F2, F3

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	Class B Common Stock	Disposed to Issuer	$54,509,113	-2,189,121	-100%	$24.90	0	01 Feb 2023	Class A Common Stock	2,189,121	$0.000000	See footnote	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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

Explanation of Responses:

Id	Content
F1	Represents 122,769 shares and 396,766 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. 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.
F2	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) the unvested RSUs were canceled and converted into the contingent right to receive a cash payment of $9,879,473 (which represents $24.90 per unvested RSU), which will vest and become payable pursuant to the time-based vesting schedule that the unvested RSUs were subject to immediately prior to the Effective Time.
F3	The shares are held of record by the Sjouwerman Enterprises Limited Partnership, or SELP. The sole general manager of SELP is Sjouwerman Management, LLC, of which the Reporting Person and his spouse are managers.
F4	Represents shares that were disposed of at the Effective Time. At the Effective Time, each outstanding share of the Issuer's Class B common stock was canceled and converted into the right to receive $24.90 in cash, without interest, per share.

Remarks:

The foregoing descriptions in notes (1), (2) and (4) are qualified in their entirety by reference to the terms of the Merger Agreement. In the event of any conflict between the descriptions above and the terms set forth in the Merger Agreement, the terms set forth in the Merger Agreement shall control.