Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-22-030301
Date:2022-05-16
Issuer: KNOWBE4, INC. (KNBE)
Original Submission Date:

Reporting Person:

GOLDMAN SACHS GROUP INC
200 WEST STREET
NEW YORK, NY 10282

Reporting Person:

GOLDMAN SACHS & CO. LLC
200 WEST STREET
NEW YORK, NY 10282

Reporting Person:

BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
200 WEST STREET
NEW YORK, NY 10282

Reporting Person:

BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
200 WEST STREET
NEW YORK, NY 10282

Reporting Person:

STONEBRIDGE 2017, L.P.
200 WEST STREET
NEW YORK, NY 10282

Reporting Person:

STONEBRIDGE 2017 OFFSHORE, L.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 f2,f3,f4
CLASS A COMMON STOCK 2022-05-16 G 2,410,000 d $0.00 284 indirect f2,f3,f4
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 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.
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 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.
f4 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.
f5 this transaction represents a donation of shares of the issuer's class a common stock to a charity.

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