United States securities and exchange commission logo





                              March 26, 2021

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

                                                        Re: KnowBe4, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed March 19,
2021
                                                            File No. 333-254518

       Dear Ms. Dietzen:

              We have reviewed your 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 amending your registration
statement and providing the
       requested information. 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
       response.

               After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
References to our
       prior comments refer to our letter dated March 15, 2021.

       Registration Statement on Form S-1

       The Offering, page 10

   1.                                                   You indicate that the
number of shares of Class A common stock and Class B common
                                                        stock to be outstanding
after this offering is based on no shares of Class A common stock
                                                        and 3,911,090 shares of
Class B common stock outstanding as of December 31,
                                                        2020. Please revise the
introductory paragraph to clarify that this represents the pro forma
                                                        number of shares
outstanding assuming the Capital Stock Conversion and Class B
                                                        Reclassification
occurred as of December 31, 2020. Similar clarifications should be made
                                                        on pages 56 and 59.
 Alicia Dietzen
FirstName
KnowBe4, LastNameAlicia Dietzen
           Inc.
Comapany
March      NameKnowBe4, Inc.
       26, 2021
March2 26, 2021 Page 2
Page
FirstName LastName
Summary Historical Consolidated Financial Data, page 14

2.       We note your revised disclosure and reference to footnote (1) and (2)
to pro forma net loss
         per share and pro forma weighted-average shares outstanding used to
compute pro forma
         net loss per share. Please remove the reference to footnote (1) as you
are only presenting
         pro forma per share information on an as adjusted basis. Also, given
the number of
         adjustments, please revise to include a reconciliation for both the
numerator and
         denominator used in your pro forma per share calculations.
Capitalization Table, page 54

3.       Please revise your pro forma as adjusted information to include an
adjustment to
         accumulated deficit for the share-based compensation that will be
recorded upon the
         issuance and immediate vesting of the Liquidity RSUs.
4.       Please revise to include a line item for "Common stock" and respective
amounts for the
         Actual column to be consistent with what is reflected in the
historical balance sheet as of
         December 31, 2020.
5.       It appears that in response to prior comment 2 you removed the
proceeds from the
         exercise of Selling Stockholder Option Shares from the pro forma, as
adjusted, cash and
         cash equivalents. Please confirm that the exercise of such options is
considered probable
         and to the extent you continue to exclude such proceeds from the
capitalization table,
         revise footnote (1) to disclose the amount excluded.
6.       It appears that 2,815,115 shares of convertible preferred stock will
convert into common
         stock pursuant to the terms of the Capital Stock Conversion and then
all common stock
         shares will be reclassified to Class B common stock pursuant to the
terms of the Class B
         Reclassification. As such, please explain your reference in the second
bullet on page 56 to
         only 1,056,975 common shares converting to Class B common stock or
revise your
         disclosures as necessary.
7.       You disclose here and elsewhere that the February 2021 option grant to
purchase 1,000
         shares of Class B stock has an exercise price of $792.49 per share;
however, in the
         correspondence dated March 25, 2021, you state such option has an
exercise price of
         $480.10. Please explain and revise your disclosures as necessary.
Description of Capital Stock, page 133

8.       Please revise to provide a more detailed description of the material
voting rights of the
         Class A common stockholders. For example, disclose whether Class A
common
         stockholders are entitled to a separate class vote under Delaware law
and under what
         circumstances.
 Alicia Dietzen
FirstName
KnowBe4, LastNameAlicia Dietzen
           Inc.
Comapany
March      NameKnowBe4, Inc.
       26, 2021
March3 26, 2021 Page 3
Page
FirstName LastName
Notes to Consolidated Financial Statements
Note 15 - Subsequent Events, page F-30

9.       Please revise to disclose the options to purchase 1,000 shares of your
Class B common
         stock granted after December 31, 2020, noting the date the award was
granted and the
         related estimated stock-based compensation to be recognized. Also,
include a discussion
         of the Revolving Credit Facility entered into with Bank of America.
Refer to ASC 855-10-
         50-2.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

        Refer to Rule 461 regarding requests for acceleration. Please allow
adequate time for us
to review any amendment prior to the requested effective date of the
registration statement.

       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 questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of
Technology
cc:      Tony Jeffries, Wilson Sonsini Goodrich & Rosati