United States securities and exchange commission logo

                              January 6, 2021

       Alicia Dietzen
       General Counsel
       KnowBe4, Inc.
       33 N. Garden Avenue
       Clearwater, FL 33755

                                                        Re: KnowBe4, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted December
10, 2020
                                                            CIK No. 0001664998

       Dear Ms. Dietzen:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional

       Draft Registration Statement on Form S-1 Confidentially Submitted on
December 10, 2020

       Implications of Being an Emerging Growth Company, page 8

   1.                                                   Please revise to
clarify your election under Section 107(b) of the JOBS Act. If you have
                                                        elected to opt out of
the extended transition period for complying with new or revised
                                                        accounting standards
pursuant to Section 107(b), please include a statement that the
                                                        election is irrevocable
and check the appropriate box on the cover page. Alternatively, if
                                                        you have elected to
avail yourself of the extended transition period, please clearly indicate
                                                        as such. Also, provide
a risk factor explaining that this election allows you to delay the
                                                        adoption of new or
revised accounting standards that have different effective dates for
                                                        public and private
companies until those standards apply to private companies and as a
                                                        result your financial
statements may not be comparable to companies that comply with
 Alicia Dietzen
KnowBe4, LastNameAlicia Dietzen
January    NameKnowBe4, Inc.
        6, 2021
Page 2 6, 2021 Page 2
FirstName LastName
         public company effective dates.
Summary Historical Consolidated Financial Data
Non-GAAP Financial Measures, page 14

2.       We note your non-GAAP measure, free cash flow margin. Please revise to
present the
         most directly comparable GAAP measure with equal or greater
prominence. Further,
         disclose why management believes the presentation of this non-GAAP
measure provides
         useful information to investors and, to the extent material, a
statement disclosing the
         additional purposes, if any, for which management uses such measure.
Refer to Item
         10(e)(1)(i) of Regulation S-K.
Risk Factors
We have identified a material weakness in our financial reporting, page 41

3.       We note you have identified a material weakness in your internal
control over financial
         reporting. Please revise to describe how you intend to remediate such
weakness. In this
         regard, include a discussion of what actions management has already
taken and what
         remains to be completed in your remediation plan. Also, if the
material weakness has not
         been fully remediated, revise to disclose how long you estimate it
will take to complete
         your plan and disclose any associated material costs that you have
incurred or expect to
Management   s Discussion and Analysis of Financial Condition and Results of
Key Factors Affecting Our Performance, page 57

4.       Please revise to define how you calculate dollar-based net retention
rate and include such
         amount for each period presented to provide context to this measure.
Refer to SEC
         Release No. 33-10751.
Key Business Drivers, page 59

5.       You disclose your key business metrics are the number of customers and
         recurring revenue. Tell us whether you considered renewal or retention
rates as key
         metrics in managing your business. In this regard, you state that
overall revenue growth
         depends, in part, on maintaining and expanding the rates at which
customers purchase and
         renew subscriptions to your platform and products. Alternatively, tell
us what measures
         you use to manage customer renewal and retention and include such
measures for each
         period presented. Refer to Section III of Release No. 33-8350.
6.       Please discuss the underlying business drivers that contributed to a
decrease in the year-
         over-year growth in the number of customers and annual recurring
revenue from 2018 to
         2019. To the extent material, describe any known trends or
uncertainties that have had, or
         you expect may reasonably have, a material impact on your operations
and if you believe
         that these trends are indicative of future performance. Refer to Item
303(a)(3) and
         (a)(3)(iii) of Regulation S-K.
 Alicia Dietzen
KnowBe4, LastNameAlicia Dietzen
January    NameKnowBe4, Inc.
        6, 2021
Page 3 6, 2021 Page 3
FirstName LastName
Comparison for the Years Ended December 31, 2018 and 2019, page 63

7.       You attribute 39.6% of the year-over-year growth in revenue to new
business activity,
         including new customers. However, it is unclear if such amount also
includes new
         business activity from existing customers. Please revise and clarify
your discussion to
         quantify the amount of revenue growth attributable to new customers
versus existing
         customers. Refer to Section III.D of SEC Release No. 33-6835.
Executive Compensation, page 97

8.       Please provide the executive compensation information for fiscal year
ended December
         31, 2019. See Item 402 of Regulation S-K.
Shares Eligible for Future Sale, page 119

9.       Please disclose the exceptions to the lock-up agreements.
Financial Statements
Note 2. Summary of Significant Accounting Policies
Deferred Commissions, page F-10

10.      You state that the non-commensurate portion of commissions paid upon
the initial
         acquisition of a contract are amortized over an estimated period of
benefit of six years
         while the commensurate portion of commissions are amortized over the
average contract
         period. Please explain further to us what the commensurate and
         portion of commissions paid on the initial acquisition of a contract
relate to and revise
         your disclosures if necessary to clarify.
Revenue Recognition, page F-12

11.      Please describe further the nature of your initial subscription
revenue (i.e., downloadable
         content) and tell us how you considered the guidance in Rule 5-03(b)
of Regulation S-X to
         separately disclose revenue from products and services on the face of
your statement of
12.      Please expand your disclosures to further explain how you determine
the stand-alone
         selling price for the content available for download. Refer to ASC
Note 11 Stock-Based Compensation, page F-25

13.      Please revise to disclose the total compensation cost related to
non-vested awards not yet
         recognized and the weighted average period over which it is expected
to be recognized, as
         of the most recent balance sheet date included in the filing. Refer to
ASC 718-10-50-2i.
14.      Please provide us with a breakdown of all stock-based compensation
awards granted in
         fiscal 2020 including the fair value of the underlying stock used to
value such awards. To
         the extent there was any significant fluctuations in the fair values,
please describe for us
 Alicia Dietzen
KnowBe4, Inc.
January 6, 2021
Page 4
       the factors that contributed to such fluctuations, including any
intervening events within
       the company or changes in your valuation assumptions or methodology.
Also, disclose
       any share-based issuances subsequent to the most recent balance sheet
date and the
       expected financial statement impact, if material. Refer to ASC

15.    Please supplementally provide us with copies of all written
communications, as defined in
       Securities Act Rule 405, that you, or anyone authorized to do so on your
behalf, present to
       potential investors in reliance on Securities Act Section 5(d), whether
or not they retain
       copies of the communications.
        You may contact Melissa Kindelan, Staff Accountant, at (202) 551-3564
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Alexandra
Barone, Staff
Attorney, at (202) 551-8816 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other

FirstName LastNameAlicia Dietzen
                                                             Division of
Corporation Finance
Comapany NameKnowBe4, Inc.
                                                             Office of
January 6, 2021 Page 4
cc:       Tony Jeffries, Wilson Sonsini Goodrich & Rosati
FirstName LastName