Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-22-030302
Date:2022-05-16
Issuer: KNOWBE4, INC. (KNBE)
Original Submission Date:

Reporting Person:

DISABATO JOSEPH P
200 WEST STREET
NEW YORK, NY 10282

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2022-05-16 C 2,410,000 a $0.00 2,410,284 indirect
CLASS A COMMON STOCK 2022-05-16 G 2,410,000 d $0.00 284 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
CLASS B COMMON STOCK 0.0 2022-05-16 deemed execution date C 2,410,000 (d) class a common stock 2,410,000 $0.00 6,761,033 indirect see footnotes
Footnotes
IDfootnote
f1 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.
f2 the reporting person is a managing director of goldman sachs & co. llc ("goldman sachs"). goldman sachs is a direct subsidiary of the goldman sachs group, inc. ("gs group"). effective may 16, 2022, the reporting person ceased to be a member of the board of directors of knowbe4, inc.
f3 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 the issuer's class a common stock and 6,761,033 shares of the issuer's class b common stock beneficially owned directly by certain investment partnerships (the "gs funds"), because affiliates of goldman sachs and gs group are the general partner, managing limited partner, managing general partner, managing partner, managing member or member of each of the gs funds. goldman sachs is the investment manager of the gs funds. the reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any.
f4 this transaction represents a donation of shares of the issuer's class a common stock to a charity.
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