SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
VEPF VII GP, LTD.

(Last) (First) (Middle)
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
KnowBe4, Inc. [ KNBE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/26/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 04/26/2021 P 1,875,000 A $16 1,875,000 I See footnote(1)
Common Stock 04/26/2021 C(2) 14,557,960 A $0.00(2) 14,557,960 I See footnote(3)
Common Stock 04/26/2021 J(2) 14,557,960 D $0.00(2) 0 I See footnote(3)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Series A-1 Preferred Stock (2) 04/26/2021 C 4,064,760 (2) (2) Class B Common Stock 4,064,760 $0.00 0 I See footnote(3)
Series B Preferred Stock (2) 04/26/2021 C 3,196,880 (2) (2) Class B Common Stock 3,196,880 $0.00 0 I See footnote(3)
Series C Preferred Stock (2) 04/26/2021 C 739,320 (2) (2) Class B Common Stock 739,320 $0.00 0 I See footnote(3)
Series C-1 Preferred Stock (2) 04/26/2021 C 6,557,000 (2) (2) Class B Common Stock 6,557,000 $0.00 0 I See footnote(3)
Class B Common Stock (4) 04/26/2021 J(2) 14,557,960 (4) (4) Class A Common Stock 14,557,960 $0.00 14,557,960 I See footnote(3)
1. Name and Address of Reporting Person*
VEPF VII GP, LTD.

(Last) (First) (Middle)
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VEPF VII SPV I HOLDINGS, L.P.

(Last) (First) (Middle)
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VISTA EQUITY PARTNERS FUND VII GP, L.P.

(Last) (First) (Middle)
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SMITH ROBERT F

(Last) (First) (Middle)
C/O VISTA EQUITY PARTNERS
401 CONGRESS DRIVE, SUITE 3100

(Street)
AUSTIN TX 78701

(City) (State) (Zip)
Explanation of Responses:
1. The reported securities are owned directly by VEPF VII SPV I, L.P. Vista Equity Partners Fund VII GP, L.P., or Fund VII GP, is the sole general partner of VEPF VII SPV I, L.P. Fund VII GP's sole general partner is VEPF VII GP, Ltd., or Fund VII UGP. Robert F. Smith is the sole director and one of the members of Fund VII UGP. Consequently, Mr. Smith, Fund VII GP and Fund VII UGP may be deemed the beneficial owners of the shares held by VEPF VII SPV I, L.P. Each of the reporting persons expressly disclaim beneficial ownership of any shares not held directly, except to the extent of its or his pecuniary interest.
2. The shares of Series A-1 Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series C-1 Convertible Preferred Stock were automatically converted into shares of Common Stock on a one-for one-basis immediately prior to closing of the initial public offering of KnowBe4, Inc. Immediately thereafter, but still prior to the closing of the initial public offering, all shares of Common Stock were reclassified into shares of Class B Common Stock, in an exempt transaction under Rule 16b-7.
3. The reported securities are owned directly by VEPF VII SPV I Holdings, L.P, or Vista SPV. Fund VII GP is the sole general partner of Vista SPV. Fund VII GP's sole general partner is Fund VII UGP. Robert F. Smith is the sole director and one of the members of Fund VII UGP. Consequently, Mr. Smith, Fund VII GP and Fund VII UGP may be deemed the beneficial owners of the shares held by Vista SPV. Each of the reporting persons expressly disclaim beneficial ownership of any shares not held directly, except to the extent of its or his pecuniary interest.
4. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer.
Remarks:
/s/ Robert F. Smith, Authorized Signatory of Vista Equity Partners Fund VII GP, L.P. 04/28/2021
/s/ Robert F. Smith, Authorized Signatory of VEPF VII SPV I Holdings, L.P. 04/28/2021
/s/ Robert F. Smith, Authorized Signatory of VEPF VII GP, Ltd. 04/28/2021
/s/ Robert F. Smith 04/28/2021
** Signature of Reporting Person Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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