KnowBe4 Inc.
05/18/2022 | Press release | Distributed by Public on 05/18/2022 19:55
Statement of Changes in Beneficial Ownership (Form 4)
Ownership Submission
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(e.g., puts, calls, warrants, options, convertible securities)
| 1. Title of Derivate Security | 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 | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
| Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK, NY10282 |
X | X |
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GOLDMAN SACHS & CO. LLC 200 WEST STREET NEW YORK, NY10282 |
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X |
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Broad Street Principal Investments, L.L.C. 200 WEST STREET NEW YORK, NY10282 |
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X |
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Bridge Street Opportunity Advisors, L.L.C. 200 WEST STREET NEW YORK, NY10282 |
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X |
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StoneBridge 2017, L.P. 200 WEST STREET NEW YORK, NY10282 |
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X |
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StoneBridge 2017 Offshore, L.P. 200 WEST STREET NEW YORK, NY10282 |
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X |
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Signatures
| /s/ Crystal Orgill, Attorney-in-fact | 2022-05-18 |
| **Signature of Reporting Person | Date |
| /s/ Crystal Orgill, Attorney-in-fact | 2022-05-18 |
| **Signature of Reporting Person | Date |
| /s/ Crystal Orgill, Attorney-in-fact | 2022-05-18 |
| **Signature of Reporting Person | Date |
| /s/ Crystal Orgill, Attorney-in-fact | 2022-05-18 |
| **Signature of Reporting Person | Date |
| /s/ Crystal Orgill, Attorney-in-fact | 2022-05-18 |
| **Signature of Reporting Person | Date |
| /s/ Crystal Orgill, Attorney-in-fact | 2022-05-18 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| (*) | If the form is filed by more than one reporting person, see Instruction 5(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). |
| (1) | 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 conditions and exceptions, convert automatically into one share of Class A Common Stock upon any transfer. The Class B Common Stock has no expiration date. |
| (2) | This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), StoneBridge 2017, L.P. ("SB Fund"), StoneBridge 2017 Offshore, L.P. ("SB Fund Offshore," and, together with SB Fund, the "SB Funds") and Bridge Street Opportunity Advisors, L.L.C ("Bridge Street"). Goldman Sachs is a subsidiary of GS Group. Goldman Sachs is the investment manager of the SB Funds. Each of Bridge Street and BSPI is wholly owned by GS Group. Effective May 16, 2022, Joseph P. DiSabato, a Managing Director of Goldman Sachs, ceased to be a director of KnowBe4, Inc., and the Reporting Persons accordingly ceased to be directors by deputization. |
| (3) | After giving effect to the donation on May 16, 2022, Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 284 shares of Class A Common Stock and 6,761,033 shares of Class B Common Stock by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 5,714,738 shares of Class B Common Stock held directly by BSPI, (ii) 715,570 shares of Class B Common Stock held directly by SB Fund; (iii) 330,725 shares of Class B Common Stock held directly by SB Fund Offshore; and (iv) 1,046,295 shares of Class B Common Stock held indirectly by Bridge Street. |
| (4) | Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. |
| (5) | This transaction represents a donation of shares of the Issuer's Class A Common Stock to a charity. |