April 19, 2021
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Alexandra Barone
Re:: KnowBe4, Inc.
Registration Statement on Form S-1
Registration No. 333-254518
Requested Date: April 21, 2021
Requested Time: 4:00 PM, Eastern Time
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, BofA Securities, Inc. and KKR Capital Markets LLC, as representatives of the several underwriters, hereby join KnowBe4, Inc. in requesting that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-254518) (the “Registration Statement”) to become effective on April 21, 2021, at 4:00 PM, Eastern Time, or as soon as practicable thereafter.
Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.
We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.
[Signature Page Follows]
|Very truly yours,|
|Morgan Stanley & Co. LLC|
|By:||/s/ Andrew Daly |
Goldman Sachs & Co. LLC
|By:||/s/ William Connolly|
BofA Securities, Inc.
|By:||/s/ Rajeet Chatterjee|
KKR Capital Markets LLC
|By:||/s/ Adam Smith|
cc: Shrikrishna Venkataraman, KnowBe4, Inc.
Mark T. Bettencourt, Goodwin Procter LLP
Joseph C. Theis, Jr., Goodwin Procter LLP
Jesse Nevarez, Goodwin Procter LLP
Tony Jeffries, Wilson Sonsini Goodrich & Rosati, P.C.
Megan J. Baier, Wilson Sonsini Goodrich & Rosati, P.C.
[Signature Page to Acceleration Request]