KNBE Pengajuan SEC - KnowBe4 Inc - Class A- Laporan Tahunan, Pernyataan Kuasa, Prospektus

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1664998

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to KnowBe4 Inc - Class A

SEC Filings (Chronological Order)

Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.

February 15, 2023	SC 13G	KNBE / KnowBe4, Inc. Class A / ArrowMark Colorado Holdings LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.
February 14, 2023	SC 13G/A	KNBE / KnowBe4, Inc. Class A / EVENTIDE ASSET MANAGEMENT, LLC - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* KnowBe4, Inc. (Name of Issuer – as specified in its charter) Class A common stock, par value $0.00001 (Title of Class of Securities) 49926T104 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa
February 13, 2023	15-12G	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40351 KnowBe4, Inc. (Exact name of registrant as specified in its charte
February 10, 2023	SC 13D/A	KNBE / KnowBe4, Inc. Class A / KKR Knowledge Investors L.P. - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* KnowBe4, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 49926T104 (CUSIP Number) Christopher Lee, Esq. Kohlberg Kravis Roberts & Co. L.P. 30 Hudson Yards New York, NY 10001 Telephone: (212) 750-8300 (Name, Address and Telephone Numb
February 9, 2023	SC 13G/A	KNBE / KnowBe4, Inc. Class A / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: KnowBe4 Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 49926T104 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
February 7, 2023	SC 13D/A	KNBE / KnowBe4, Inc. Class A / Elephant Partners GP I, LLC - SC 13D/A Activist Investment SC 13D/A 1 d254555dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* KnowBe4, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 49926T104 (CUSIP Number) Patrick Cammarata 8 Newbury Street, 6th Floor Boston, MA 02116 (617) 913-6611 (Name, Address and Telephone Number of Pers
February 7, 2023	S-8 POS	As filed with the Securities and Exchange Commission on February 6, 2023 Form S-8 POS As filed with the Securities and Exchange Commission on February 6, 2023 Registration No.
February 7, 2023	SC 13E3/A	SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 Amendment No. 3 KNOWBE4, INC. (Name of the Issuer) KnowBe4, Inc. Oranje Holdco, LLC VEPF VII S SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 Amendment No. 3 KNOWBE4, INC. (Name of the Issuer) KnowBe4, Inc. Oranje Holdco, LLC VEPF VII SPV I, L.P. VEPF VII SPV I Holdings, L.P. Vista Equity Partners Fund VII GP, L.P. VEPF VII GP, Ltd. Robert F. Smith KKR Knowledge Investors L.P. Stephe
February 7, 2023	LETTER	LETTER United States securities and exchange commission logo February 7, 2023 Alicia Dietzen, Esq.
February 7, 2023	S-8 POS	As filed with the Securities and Exchange Commission on February 6, 2023 Form S-8 POS As filed with the Securities and Exchange Commission on February 6, 2023 Registration No.
February 6, 2023	EX-3.2	Amended and Restated Bylaws of KnowBe4, Inc. Exhibit 3.2 SECOND AMENDED AND RESTATED BY-LAWS OF KNOWBE4, INC. A Delaware corporation (Adopted as of February 1, 2023) ARTICLE I OFFICES Section 1 Registered Office. The registered office of KnowBe4, Inc. (the “Corporation”) in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of the Corporation’s regi
February 6, 2023	EX-3.1	Amended and Restated Certificate of Incorporation of KnowBe4, Inc. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KNOWBE4, INC. ARTICLE ONE The name of the corporation is KnowBe4, Inc. (the “Corporation”). ARTICLE TWO The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such
February 6, 2023	8-K	Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2023 KnowBe4, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40351 36-4827930 (State or Other Jurisdiction of Incorporation) (Commission File Num
February 6, 2023	EX-99.1	Vista Equity Partners Completes Acquisition of KnowBe4 Exhibit 99.1 Vista Equity Partners Completes Acquisition of KnowBe4 TAMPA BAY, Fla. – February 1, 2023 – KnowBe4, Inc. (“KnowBe4”), the provider of the world’s largest security awareness training and simulated phishing platform, today announced the completion of its acquisition by Vista Equity Partners (“Vista”), a leading global investment firm focused exclusively on enterprise software, data and
February 3, 2023	SC 13D/A	KNBE / KnowBe4, Inc. Class A / VEPF VII SPV I, L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4) KnowBe4, Inc. (Name of Issuer) Class A Common Stock, $0.00001 par value per share (Title of Class of Securities) 49926T104 (CUSIP Number) Robert E. Goedert, P.C. Kirkland & Ellis LLP 300 North LaSalle Chicago, Illinois 60654 (312) 862-2000 (Nam
February 1, 2023	EX-99.25	EX-99.25 Form 25
February 1, 2023	EX-99.25	EX-99.25 Form 25
February 1, 2023	EX-99.25	EX-99.25 Form 25
January 24, 2023	EX-99.1	KnowBe4 Announces Preliminary Fourth Quarter 2022 Financial Results Exhibit 99.1 KnowBe4 Announces Preliminary Fourth Quarter 2022 Financial Results TAMPA BAY, FL, January 24, 2023 — KnowBe4, Inc. (NASDAQ: KNBE), provider of the leading security awareness training and simulated phishing platform, today reported preliminary results for the fourth quarter ended December 31, 2022. Fourth Quarter 2022 Business and Financial Highlights Q4-2022 Q4-2021 (in thousands, ex
January 24, 2023	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2023 KnowBe4, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40351 36-4827930 (State or other jurisdiction of incorporation) (Commission File Num
January 20, 2023	DEFR14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 2 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defini
January 18, 2023	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State
January 17, 2023	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State
January 10, 2023	SC 13G/A	KNBE / KnowBe4, Inc. Class A / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5 )* KnowBe4 Inc (Name of Issuer) Common Stock (Title of Class of Securities) 49926T104 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i
December 22, 2022	DEFR14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 1 DEFR14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
December 22, 2022	DEFM14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi
December 22, 2022	SC 13E3/A	SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 Amendment No. 2 KNOWBE4, INC. (Name of the Issuer) KnowBe4, Inc. Oranje Merger Sub, Inc. Oranj SC 13E-3/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 Amendment No. 2 KNOWBE4, INC. (Name of the Issuer) KnowBe4, Inc. Oranje Merger Sub, Inc. Oranje Holdco, LLC VEPF VII SPV I, L.P. VEPF VII SPV I Holdings, L.P. Vista Equity Partners Fund VII GP, L.P. VEPF VII GP, Ltd. Robert F. Smith
December 20, 2022	CORRESP	December 20, 2022 CORRESP 1 filename1.htm Wilson Sonsini Goodrich & Rosati Professional Corporation 1301 Avenue of the Americas 40th Floor New York, New York 10019-6022 O: 212.999.5800 F: 212.999.5899 December 20, 2022 BY EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Mergers and Acquisitions 100 F Street, N.E. Washington, D.C. 20549 Attention: Perry Hindin, Esq. Re
December 16, 2022	EX-99.(C)(VII)	Preliminary Discussion Materials of Morgan Stanley & Co. LLC for the Special Committee, dated September 29, 2022. Exhibit (c)(vii) Morgan Stanley Confidential Treatment Requested. Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment. Special Committee Update Project Orange September 2912022 . CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH ?[***]?. SUCH IDENTIFIED
December 16, 2022	EX-99.(C)(V)	Preliminary Discussion Materials of Morgan Stanley & Co. LLC for the Special Committee, dated September 15, 2022. Exhibit (c)(v) Confidential Treatment Requested. Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment. Special Committee Meeting Project Orange September 15, 2022 Morgan Stanley CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH ?[***]?. SUCH IDENTIFIED IN
December 16, 2022	SC 13E3/A	SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 Amendment No. 1 KNOWBE4, INC. (Name of the Issuer) KnowBe4, Inc. Oranje Merger Sub, Inc. Oranj SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 Amendment No. 1 KNOWBE4, INC. (Name of the Issuer) KnowBe4, Inc. Oranje Merger Sub, Inc. Oranje Holdco, LLC VEPF VII SPV I, L.P. VEPF VII SPV I Holdings, L.P. Vista Equity Partners Fund VII GP, L.P. VEPF VII GP, Ltd. Robert F. Smith KKR Knowled
December 16, 2022	EX-99.(C)(IV)	Preliminary Discussion Materials of Morgan Stanley & Co. LLC for the Special Committee, dated August 19, 2022. EX-99.(C)(IV) 4 d323857dex99civ.htm EX-99.(C)(IV) Exhibit (c)(iv) Morgan Stanley Confidential Treatment Requested. Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment. Special Committee Update and Preliminary Valuation Discussion Project Orange August 19, 2022 CERTAIN CONFIDENTIAL PORT
December 16, 2022	EX-99.(C)(II)	Fairness Opinion Presentation Materials of Morgan Stanley & Co. LLC to the Special Committee, dated October 10, 2022. EX-99.(C)(II) 2 d323857dex99cii.htm EX-99.(C)(II) Exhibit (c)(ii) Morgan Stanley Confidential Treatment Requested. Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment. Valuation Materials Underlying Fairness Opinion Project Orange October 10, 2022 CERTAIN CONFIDENTIAL PORTIONS OF THIS
December 16, 2022	EX-99.(C)(III)	Preliminary Discussion Materials of Morgan Stanley & Co. LLC for the Special Committee, dated July 28, 2022. Exhibit (c)(iii) Morgan Stanley Confidential Treatment Requested. Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment. Special Committee Discussion Project Orange July 28, 2022 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH (1[***]?. SUCH IDENTIFIED I
December 16, 2022	CORRESP	December 16, 2022 CORRESP 1 filename1.htm Wilson Sonsini Goodrich & Rosati Professional Corporation 1301 Avenue of the Americas 40th Floor New York, New York 10019-6022 O: 212.999.5800 F: 212.999.5899 December 16, 2022 BY EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Mergers and Acquisitions 100 F Street, N.E. Washington, D.C. 20549 Attention: Perry Hindin, Esq. Re
December 16, 2022	EX-99.(C)(VI)	Preliminary Discussion Materials of Morgan Stanley & Co. LLC for the Special Committee, dated September 15, 2022. Exhibit (c)(vi) CONFIDENTIAL Funding Requirements Considerations Project Orange September 2022 CONFIDENTIAL Illustrative Equity Rollover Impact on Equity Check Required by Sponsor (1)(2) Emerald sells 20M and rolls rest, Illustrative Low, Mid and High Equity Rollover Assumptions 100% sell and $200M investment from Khaki, 50% roll from Lars, ILLUSTRATIVE EXAMPLES ONLY Stu, 100% roll from Violet (3) (3) Low Mid High Value at Percent Amount Percent Amount Percent Amount Investor Shares $25.
December 16, 2022	PRER14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 1
December 9, 2022	LETTER	LETTER United States securities and exchange commission logo December 9, 2022 Alicia Dietzen, Esq.
December 8, 2022	EX-10.1	, 2022, by and between KnowBe4, Inc. and Kevin Mitnick, as trustee of the Kevin Mitnick Family Trust dated 8/31/20, by and on behalf of such trust EXHIBIT 10.1 SUPPORT AGREEMENT This Support Agreement (this ?Agreement?), dated as of December 8, 2022, is entered into by and among KnowBe4, Inc., a Delaware corporation (the ?Company?), and Kevin Mitnick as trustee of the Kevin Mitnick Family Trust, by and on behalf of the Kevin Mitnick Family Trust dated 8/31/20 (the ?Stockholder?). Capitalized terms used but not defined herein shall have the m
December 8, 2022	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2022 KnowBe4, Inc. (E UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2022 KnowBe4, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40351 36-4827930 (State or Other Jurisdiction of Incorporation) (Commission File Num
December 8, 2022	EX-10.1	, 2022, by and between KnowBe4, Inc. and Kevin Mitnick, as trustee of the Kevin Mitnick Family Trust dated 8/31/20, by and on behalf of such trust EXHIBIT 10.1 SUPPORT AGREEMENT This Support Agreement (this ?Agreement?), dated as of December 8, 2022, is entered into by and among KnowBe4, Inc., a Delaware corporation (the ?Company?), and Kevin Mitnick as trustee of the Kevin Mitnick Family Trust, by and on behalf of the Kevin Mitnick Family Trust dated 8/31/20 (the ?Stockholder?). Capitalized terms used but not defined herein shall have the m
December 8, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2022 KnowBe4, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40351 36-4827930 (State or Other Jurisdiction of Incorporation) (Commission File Num
December 8, 2022	EX-10.2	Form of Retention Bonus Letter EXHIBIT 10.2 December 5, 2022 [insert name] [insert email] Re: Retention Bonus Dear [insert name], You have been identified as a part of the KnowBe4 team whose job responsibilities are deemed critical to meet the demands of the pending merger (the ?Merger?) with an affiliate of Vista Equity Partners Management, LLC, including, without limitation, helping to drive the Merger to a successful conclus
December 8, 2022	EX-10.2	Form of Retention Bonus Letter EXHIBIT 10.2 December 5, 2022 [insert name] [insert email] Re: Retention Bonus Dear [insert name], You have been identified as a part of the KnowBe4 team whose job responsibilities are deemed critical to meet the demands of the pending merger (the ?Merger?) with an affiliate of Vista Equity Partners Management, LLC, including, without limitation, helping to drive the Merger to a successful conclus
December 6, 2022	SC 13D/A	KNBE / KnowBe4, Inc. Class A / Sjouwerman Enterprises Limited Partnership - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A under the SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) KnowBe4, Inc. (Name of Issuer) Class A Common Stock, $0.00001 par value per share (Title of Class of Securities) 49926T104 (CUSIP Number) Adam E. Stella Moulton \| Moore \| Stella LLP Frank Gehry Building 2431 Main Street, Suite C Santa Monica, California
December 5, 2022	SC 13D/A	KNBE / KnowBe4, Inc. Class A / KKR Knowledge Investors L.P. - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* KnowBe4, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 49926T104 (CUSIP Number) Christopher Lee, Esq. Kohlberg Kravis Roberts & Co. L.P. 30 Hudson Yards New York, NY 10001 Telephone: (212) 750-8300 (Name, Address and Telephone Number of Per
December 5, 2022	SC 13D/A	KNBE / KnowBe4, Inc. Class A / VEPF VII SPV I, L.P. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) KnowBe4, Inc. (Name of Issuer) Class A Common Stock, $0.00001 par value per share (Title of Class of Securities) 49926T104 (CUSIP Number) Robert E. Goedert, P.C. Kirkland & Ellis LLP 300 North LaSalle Chicago, Illinois 60654 (312) 862-2000 (Name, Addres
December 5, 2022	SC 13D/A	KNBE / KnowBe4, Inc. Class A / Elephant Partners GP I, LLC - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* KnowBe4, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 49926T104 (CUSIP Number) Patrick Cammarata 8 Newbury Street, 6th Floor Boston, MA 02116 (617) 913-6611 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Co
November 14, 2022	EX-99.(D)(IX)	(d)(ix) Equity Commitment Letter, executed by KKR Knowledge Investors L.P. and accepted and agreed to by Oranje Holdco, LLC, dated October 11, 2022. Exhibit (d)(ix) KKR Knowledge Investors L.P. c/o Kohlberg Kravis Roberts & Co. L.P. 30 Hudson Yards New York, NY 10001 October 11, 2022 Oranje Holdco, LLC c/o Vista Equity Partners Management, LLC Four Embarcadero Center, 20th Floor San Francisco, California 94111 Attn: Rod Aliabadi Nick Prickel Christina Lema Email: [email protected] [email protected] clema@vistaequ
November 14, 2022	EX-99.(D)(VII)	(d)(vii) Equity Commitment Letter, executed by Vista Equity Partners Fund VII, L.P. and accepted and agreed to by Oranje Holdco, LLC, dated October 11, 2022. Exhibit (d)(vii) Vista Equity Partners Fund VII, L.P. c/o Vista Equity Partners Management, LLC Four Embarcadero Center, 20th Floor San Francisco, CA 94111 October 11, 2022 Oranje Holdco, LLC c/o Vista Equity Partners Management, LLC Four Embarcadero Center, 20th Floor San Francisco, CA 94111 Attention: Christina Lema and Rod Aliabadi Ladies and Gentlemen: Reference is made to that certain Agreeme
November 14, 2022	EX-99.(C)(II)	(c)(ii) Fairness Opinion Presentation Materials of Morgan Stanley & Co. LLC to the Special Committee, dated October 10, 2022.* Exhibit (c)(ii) Confidential Treatment Requested. Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment. Valuation Materials Underlying Fairness Opinion Project Orange October 10, 2022 PRELIMINARY AND CONFIDENTIAL DRAFT Executive Summary ? The Special Committee and, at the Special Commit
November 14, 2022	PREM14A	(d)(iv) Support Agreement, dated as of October 11, 2022, by and among the Parent, the Company, Elephant Partners I, LP, Elephant Partners II, LP for Elephant Partners II-B, LP, and Elephant Partners 2019 SPV-A, LP (included as Annex E to the Proxy Statement and incorporated herein by reference). Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi
November 14, 2022	SC 13E3	SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 KNOWBE4, INC. (Name of the Issuer) KnowBe4, Inc. Oranje Merger Sub, Inc. Oranje Holdco, LLC VE SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 KNOWBE4, INC. (Name of the Issuer) KnowBe4, Inc. Oranje Merger Sub, Inc. Oranje Holdco, LLC VEPF VII SPV I, L.P. VEPF VII SPV I Holdings, L.P. Vista Equity Partners Fund VII GP, L.P. VEPF VII GP, Ltd. Robert F. Smith KKR Knowledge Investors L.P
November 14, 2022	EX-99.(C)(IV)	(c)(iv) Preliminary Discussion Materials of Morgan Stanley & Co. LLC for the Special Committee, dated August 19, 2022.* Exhibit (c)(iv) Confidential Treatment Requested. Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment. Special Committee Update and Preliminary Valuation Discussion Project Orange August 19, 2022 PRELIMINARY AND CONFIDENTIAL DRAFT Executive Summary *** ? Management has prepared and the
November 14, 2022	EX-99.(D)(VIII)	(d)(viii) Equity Commitment Letter, executed by Vista Equity Partners Fund VIII, L.P. and accepted and agreed to by Oranje Holdco, LLC, dated October 11, 2022. Exhibit (d)(viii) Vista Equity Partners Fund VIII, L.P. c/o Vista Equity Partners Management, LLC Four Embarcadero Center, 20th Floor San Francisco, CA 94111 October 11, 2022 Oranje Holdco, LLC c/o Vista Equity Partners Management, LLC Four Embarcadero Center, 20th Floor San Francisco, CA 94111 Attention: Christina Lema and Rod Aliabadi Ladies and Gentlemen: Reference is made to that certain Agree
November 14, 2022	EX-99.(F)	Section 262 of the Delaware General Corporation Law. Exhibit (f) ? 262. Appraisal rights (a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger, consolidation, or conversion, who has otherwise complied with subsection (d) of this section and who
November 14, 2022	EX-99.(C)(VII)	(c)(vii) Preliminary Discussion Materials of Morgan Stanley & Co. LLC for the Special Committee, dated September 29, 2022.* Process Update *** ? Merger agreement sent to Violet on Sunday, 9/25 ? Receipt of $24.
November 14, 2022	EX-99.(D)(X)	(d)(x) Limited Guarantee, dated October 11, 2022, between Vista Equity Partners Fund VII, L.P. and KnowBe4, Inc. Exhibit (d)(x) LIMITED GUARANTEE THIS LIMITED GUARANTEE, dated as of October 11, 2022 (this ?Limited Guarantee?), is made by Vista Equity Partners Fund VII, L.
November 14, 2022	EX-99.(C)(VI)	(c)(vi) Preliminary Discussion Materials of Morgan Stanley & Co. LLC for the Special Committee, dated September 15, 2022.* Exhibit (c)(vi) CONFIDENTIAL Confidential Treatment Requested. Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment. Funding Requirements Considerations Project Orange September 2022 * * CONFIDENTIAL Cap Table Sources ? Individual Common Stock Balances are from 2.1.1 Cap Table - 8.3
November 14, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 KnowBe4, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40351 36-4827930 (State or Other Jurisdiction of Incorporation) (Commission File Nu
November 14, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40351 KNOWBE4, INC. (Ex
November 14, 2022	EX-99.(D)(VI)	(d)(vi) Amended and Restated Commitment Letter, executed by the Commitment Parties thereto and accepted and agreed to by Oranje Holdco, LLC, dated October 14, 2022. Exhibit (d)(vi) OWL ROCK CAPITAL CORPORATION OWL ROCK CAPITAL ADVISORS LLC 399 Park Avenue, 38th Floor New York, NY 10022 MONROE CAPITAL MANAGEMENT ADVISORS, LLC 311 South Wacker Drive, Suite 6400 Chicago, IL 60606 FORTRESS CREDIT CORP.
November 14, 2022	EX-FILING FEES	CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) KnowBe4, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee Rate Amount of Filing Fee Fees to be Pai Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) KnowBe4, Inc.
November 14, 2022	EX-99.1	KnowBe4 Announces Third Quarter 2022 Financial Results •Revenues increased 33.9% year-over-year to $85.8 million •Annual recurring revenue (ARR) increased 32.4% year-over-year to $347.2 million •Number of customers reached more than 54,200 •Net cash KnowBe4 Announces Third Quarter 2022 Financial Results ?Revenues increased 33.9% year-over-year to $85.8 million ?Annual recurring revenue (ARR) increased 32.4% year-over-year to $347.2 million ?Number of customers reached more than 54,200 ?Net cash provided by operating activities was $32.7 million and free cash flow was $30.5 million TAMPA BAY, FL, November 14, 2022 - KnowBe4, Inc. (NASDAQ: KNBE
November 14, 2022	EX-FILING FEES	Filing Fee Table Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 13E-3 (Form Type) KnowBe4, Inc.
November 14, 2022	EX-99.(C)(V)	(c)(v) Preliminary Discussion Materials of Morgan Stanley & Co. LLC for the Special Committee, dated September 15, 2022.* Agenda Process Update 1 Valuation Considerations 2 Next Steps 3 PROJECT ORANGE PRELIMINARY AND CONFIDENTIAL DRAFT 2 * * 2 Discounted Equity Value ? Based on CY2025E LFCF (1)(2)(4) Street and Management Cases; Value at 12/31/2024 Discounted to 9/12/2022 $MM, Except Where Noted Street Case Management Case Street Case Management Case 2025E Revenue 585 697 2025E FCF 143 208 2025E FCF Margin 24.
November 14, 2022	EX-99.(D)(XI)	(d)(xi) Limited Guarantee, dated October 11, 2022, between Vista Equity Partners Fund VIII, L.P. and KnowBe4, Inc. Exhibit (d)(xi) LIMITED GUARANTEE THIS LIMITED GUARANTEE, dated as of October 11, 2022 (this ?Limited Guarantee?), is made by Vista Equity Partners Fund VIII, L.
November 14, 2022	EX-99.(C)(III)	(c)(iii) Preliminary Discussion Materials of Morgan Stanley & Co. LLC for the Special Committee, dated July 28, 2022.* Exhibit (c)(iii) Confidential Treatment Requested. Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment. Special Committee Discussion Project Orange July 28, 2022 PRELIMINARY AND CONFIDENTIAL DRAFT SECTION 1 Process Update & Considerations PRELIMINARY AND CONFIDENTIAL DRAFT 2 * * **
October 21, 2022	EX-1	JOINT FILING AGREEMENT EX-1 2 d325755dex1.htm EX-1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the informat
October 21, 2022	SC 13D	KNBE / KnowBe4, Inc. Class A / Sjouwerman Enterprises Limited Partnership - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D under the SECURITIES ACT OF 1933 KnowBe4, Inc. (Name of Issuer) Class A Common Stock, $0.00001 par value per share (Title of Class of Securities) 49926T104 (CUSIP Number) Adam E. Stella Moulton \| Moore \| Stella LLP Frank Gehry Building 2431 Main Street, Suite C Santa Monica, California 90405 (310) 399-0950
October 20, 2022	DEFA14A	(a)(2)(v) Equity FAQs, dated October 20, 2022 (included in Schedule 14A filed on October 20, 2022 and incorporated herein by reference). UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State
October 14, 2022	EX-99.2	Powers of Attorney granted by Henry R. Kravis, George R. Roberts and Robert H. Lewin. EX-99.2 3 d293524dex992.htm EX-99.2 Exhibit 2 POWER OF ATTORNEY Know all men by these presents that Henry R. Kravis does hereby make, constitute and appoint William J. Janetschek, David J. Sorkin, Terence P. Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and
October 14, 2022	SC 13D	KNBE / KnowBe4, Inc. Class A / Elephant Partners GP I, LLC - SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* KnowBe4, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 49926T104 (CUSIP Number) Patrick Cammarata 8 Newbury Street, 6th Floor Boston, MA 02116 (617) 913-6611 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Com
October 14, 2022	SC 13D	KNBE / KnowBe4, Inc. Class A / KKR Knowledge Investors L.P. - SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* KnowBe4, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 49926T104 (CUSIP Number) Christopher Lee, Esq. Kohlberg Kravis Roberts & Co. L.P. 30 Hudson Yards New York, NY 10001 Telephone: (212) 750-8300 (Name, Address and Telephone Number of Pers
October 14, 2022	EX-99.4	KKR Knowledge Investors L.P. c/o Kohlberg Kravis Roberts & Co. L.P. 30 Hudson Yards New York, NY 10001 October 11, 2022 Exhibit 4 KKR Knowledge Investors L.P. c/o Kohlberg Kravis Roberts & Co. L.P. 30 Hudson Yards New York, NY 10001 October 11, 2022 Oranje Holdco, LLC c/o Vista Equity Partners Management, LLC Four Embarcadero Center, 20th Floor San Francisco, California 94111 Attn: Rod Aliabadi Nick Prickel Christina Lema Email: [email protected] [email protected] clema@vistaequitypar
October 14, 2022	EX-99.1	JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D.
October 14, 2022	EX-99.2	Power of Attorney. Exhibit 2 ELEPHANT PARTNERS GP I, LLC ELEPHANT PARTNERS GP II, LLC ELEPHANT PARTNERS GP III, LLC JAHD MANAGEMENT COMPANY, LLC JEREMIAH DALY ANDREW HUNT POWER OF ATTORNEY April 20, 2021 Each of the undersigned, including (i) Elephant Partners GP I, LLC, a Delaware limited liability company (?Elephant GP I?), in the normal course of its business and in its capacity as the general partner of each of Elephant Partner I, L.
October 14, 2022	EX-99.1	JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D.
October 13, 2022	EX-99.4	Debt Commitment Letter, executed by the Commitment Parties thereto and accepted and agreed to by Oranje Holdco, LLC, dated October 11, 2022. EX-99.4 3 d381552dex994.htm EX-99.4 Exhibit 99.4 Execution Versoin OWL ROCK CAPITAL CORPORATION OWL ROCK CAPITAL ADVISORS LLC 399 Park Avenue, 38th Floor New York, NY 10022 MONROE CAPITAL MANAGEMENT ADVISORS, LLC 311 South Wacker Drive, Suite 6400 Chicago, IL 60606 FORTRESS CREDIT CORP. 1345 Avenue of the America, 46th Floor New York, New York 10105 BLACKSTONE ALTERNATIVE CREDIT ADVISORS LP 345 Pa
October 13, 2022	EX-99.9	LIMITED GUARANTEE EX-99.9 8 d381552dex999.htm EX-99.9 Exhibit 99.9 LIMITED GUARANTEE THIS LIMITED GUARANTEE, dated as of October 11, 2022 (this “Limited Guarantee”), is made by Vista Equity Partners Fund VIII, L.P., a Delaware limited partnership (the “Guarantor”), in favor of KnowBe4, Inc., a Delaware corporation (the “Company”). Reference is hereby made to that certain Agreement and Plan of Merger, dated on or ab
October 13, 2022	EX-10.3	Support Agreement, dated as of October 11, 2022, by and among KnowBe4, Inc., Elephant Partners I LP, Elephant Partners II LP for Elephant Partners II-B LP, Elephant Partners 2019 SPV-A LP and Oranje Holdco, LLC EX-10.3 5 d405969dex103.htm EX-10.3 Exhibit 10.3 SUPPORT AGREEMENT This Support Agreement (this “Agreement”), dated as of October 11, 2022, is entered into by and among KnowBe4, Inc., a Delaware corporation (the “Company”), Elephant Partners I LP, Elephant Partners II LP for Elephant Partners II-B LP and Elephant Partners 2019 SPV-A LP (collectively the “Stockholder”) and Oranje Holdco, LLC, a Del
October 13, 2022	EX-10.4	Support Agreement, dated as of October 11, 2022, by and among KnowBe4, Inc., Sjouwerman Enterprises Limited Partnership, Stu Sjouwerman and Oranje Holdco, LLC Exhibit 10.4 SUPPORT AGREEMENT This Support Agreement (this ?Agreement?), dated as of October 11, 2022, is entered into by and among KnowBe4, Inc., a Delaware corporation (the ?Company?), Sjouwerman Enterprises Limited Partnership (?Sjouwerman Enterprises?) and, except with respect to Sections 2, 4.5 and 4.6 herein, Sjoerd Sjouwerman (?Stockholder Investor? and, except with respect to Sections 2,
October 13, 2022	EX-99.11	SUPPORT AGREEMENT EX-99.11 10 d381552dex9911.htm EX-99.11 Exhibit 99.11 SUPPORT AGREEMENT This Support Agreement (this “Agreement”), dated as of October 11, 2022, is entered into by and among KnowBe4, Inc., a Delaware corporation (the “Company”), KKR Knowledge Investors L.P. (the “Stockholder”) and Oranje Holdco, LLC, a Delaware limited liability company (“Parent”). Capitalized terms used but not defined herein sha
October 13, 2022	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2022 KnowBe4, Inc. (E UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2022 KnowBe4, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40351 36-4827930 (State or other jurisdiction of incorporation) (Commission File Num
October 13, 2022	EX-10.1	Support Agreement, dated as of October 11, 2022, by and among KnowBe4, Inc., Sjouwerman Enterprises Limited Partnership, Stu Sjouwerman and Oranje Holdco, LLC Exhibit 10.1 SUPPORT AGREEMENT This Support Agreement (this ?Agreement?), dated as of October 11, 2022, is entered into by and among KnowBe4, Inc., a Delaware corporation (the ?Company?) and VEPF VII SPV I, L.P. and VEPF VII SPV I Holdings, L.P. (collectively, the ?Stockholder?). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined
October 13, 2022	SC 13D/A	KNBE / KnowBe4, Inc. Class A / VEPF VII SPV I, L.P. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) KnowBe4, Inc. (Name of Issuer) Class A Common Stock, $0.00001 par value per share (Title of Class of Securities) 49926T104 (CUSIP Number) Robert E. Goedert, P.C. Kirkland & Ellis LLP 300 North LaSalle Chicago, Illinois 60654 (312) 862-2000 (Name, Addres
October 13, 2022	EX-99.8	LIMITED GUARANTEE Exhibit 99.8 LIMITED GUARANTEE THIS LIMITED GUARANTEE, dated as of October 11, 2022 (this ?Limited Guarantee?), is made by Vista Equity Partners Fund VII, L.P., a Delaware limited partnership (the ?Guarantor?), in favor of KnowBe4, Inc., a Delaware corporation (the ?Company?). Reference is hereby made to that certain Agreement and Plan of Merger, dated on or about the date hereof (as the same may
October 13, 2022	EX-2.1	Agreement and Plan of Merger, dated October 11, 2022, among Oranje Holdco, LLC, Oranje Merger Sub, Inc. and KnowBe4, Inc. Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER between ORANJE HOLDCO, LLC, ORANJE MERGER SUB, INC. and KNOWBE4, INC. Dated as of October 11, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Additional Definitions 20 1.3 Certain Interpretations 23 1.4 Company Disclosure Letter 26 ARTICLE II THE MERGER 26 2.1 The Merger 26 2.2 The Effect
October 13, 2022	EX-99.6	Vista Equity Partners Fund VIII, L.P. c/o Vista Equity Partners Management, LLC Four Embarcadero Center, 20th Floor San Francisco, CA 94111 October 11, 2022 Exhibit 99.6 Vista Equity Partners Fund VIII, L.P. c/o Vista Equity Partners Management, LLC Four Embarcadero Center, 20th Floor San Francisco, CA 94111 October 11, 2022 Oranje Holdco, LLC c/o Vista Equity Partners Management, LLC Four Embarcadero Center, 20th Floor San Francisco, CA 94111 Attention: Christina Lema and Rod Aliabadi Ladies and Gentlemen: Reference is made to that certain Agreement
October 13, 2022	EX-99.5	Vista Equity Partners Fund VII, L.P. c/o Vista Equity Partners Management, LLC Four Embarcadero Center, 20th Floor San Francisco, CA 94111 October 11, 2022 Exhibit 99.5 Vista Equity Partners Fund VII, L.P. c/o Vista Equity Partners Management, LLC Four Embarcadero Center, 20th Floor San Francisco, CA 94111 October 11, 2022 Oranje Holdco, LLC c/o Vista Equity Partners Management, LLC Four Embarcadero Center, 20th Floor San Francisco, CA 94111 Attention: Christina Lema and Rod Aliabadi Ladies and Gentlemen: Reference is made to that certain Agreement a
October 13, 2022	EX-99.3	AGREEMENT AND PLAN OF MERGER ORANJE HOLDCO, LLC, ORANJE MERGER SUB, INC. KNOWBE4, INC. Dated as of October 11, 2022 Exhibit 99.3 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER between ORANJE HOLDCO, LLC, ORANJE MERGER SUB, INC. and KNOWBE4, INC. Dated as of October 11, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Additional Definitions 20 1.3 Certain Interpretations 23 1.4 Company Disclosure Letter 26 ARTICLE II THE MERGER 26 2.1 The Merger 26 2.2 The Effec
October 13, 2022	EX-99.13	SUPPORT AGREEMENT EX-99.13 12 d381552dex9913.htm EX-99.13 Exhibit 99.13 SUPPORT AGREEMENT This Support Agreement (this “Agreement”), dated as of October 11, 2022, is entered into by and among KnowBe4, Inc., a Delaware corporation (the “Company”) and VEPF VII SPV I, L.P. and VEPF VII SPV I Holdings, L.P. (collectively, the “Stockholder”). Capitalized terms used but not defined herein shall have the meanings given to
October 13, 2022	EX-99.10	Support Agreement, dated as of October 11, 2022, by and among KnowBe4, Inc., Sjouwerman Enterprises Limited Partnership, Stu Sjouwerman and Oranje Holdco, LLC. EX-99.10 9 d381552dex9910.htm EX-99.10 Exhibit 99.10 SUPPORT AGREEMENT This Support Agreement (this “Agreement”), dated as of October 11, 2022, is entered into by and among KnowBe4, Inc., a Delaware corporation (the “Company”), Sjouwerman Enterprises Limited Partnership (“Sjouwerman Enterprises”) and, except with respect to Sections 2, 4.5 and 4.6 herein, Sjoerd Sjouwerman (“Stockholder Investor”
October 13, 2022	EX-10.2	Support Agreement, dated as of October 11, 2022, by and among KnowBe4, Inc., KKR Knowledge Investors L.P. and Oranje Holdco, LLC Exhibit 10.2 SUPPORT AGREEMENT This Support Agreement (this ?Agreement?), dated as of October 11, 2022, is entered into by and among KnowBe4, Inc., a Delaware corporation (the ?Company?), KKR Knowledge Investors L.P. (the ?Stockholder?) and Oranje Holdco, LLC, a Delaware limited liability company (?Parent?). Capitalized terms used but not defined herein shall have the meanings given to them in the
October 13, 2022	EX-99.7	KKR Knowledge Investors L.P. c/o Kohlberg Kravis Roberts & Co. L.P. 30 Hudson Yards New York, NY 10001 October 11, 2022 Exhibit 99.7 KKR Knowledge Investors L.P. c/o Kohlberg Kravis Roberts & Co. L.P. 30 Hudson Yards New York, NY 10001 October 11, 2022 Oranje Holdco, LLC c/o Vista Equity Partners Management, LLC Four Embarcadero Center, 20th Floor San Francisco, California 94111 Attn: Rod Aliabadi Nick Prickel Christina Lema Email: [email protected] [email protected] clema@vistaequity
October 13, 2022	EX-99.12	SUPPORT AGREEMENT Exhibit 99.12 SUPPORT AGREEMENT This Support Agreement (this ?Agreement?), dated as of October 11, 2022, is entered into by and among KnowBe4, Inc., a Delaware corporation (the ?Company?), Elephant Partners I LP, Elephant Partners II LP for Elephant Partners II-B LP and Elephant Partners 2019 SPV-A LP (collectively the ?Stockholder?) and Oranje Holdco, LLC, a Delaware limited liability company (?P
October 13, 2022	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2022 KnowBe4, Inc. (E UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2022 KnowBe4, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40351 36-4827930 (State or other jurisdiction of incorporation) (Commission File Num
October 12, 2022	EX-99.1	KnowBe4 to be Acquired by Vista Equity Partners For $4.6 Billion Exhibit 99.1 KnowBe4 to be Acquired by Vista Equity Partners For $4.6 Billion TAMPA BAY, Fla., Oct. 11, 2022 ? KnowBe4, Inc. (the ?Company? or ?KnowBe4?) (Nasdaq: KNBE), the provider of the world?s largest security awareness training and simulated phishing platform, today announced that it has entered into a definitive agreement to be acquired by Vista Equity Partners (?Vista?) in an all-cash tran
October 12, 2022	DEFA14A	(a)(2)(x) Transcript of Employee Town Hall, dated October 12, 2022 (included in Schedule 14A filed on October 12, 2022 and incorporated herein by reference). UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State
October 12, 2022	DEFA14A	(a)(5)(i) Press Release, dated October 11, 2022 (included in Schedule 14A filed on October 12, 2022 and incorporated herein by reference). UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2022 KnowBe4, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40351 36-4827930 (State or other jurisdiction of incorporation) (Commission File Num
October 12, 2022	DEFA14A	(a)(2)(ix) Email to Investors and Analysts, dated October 12, 2022 (included in Schedule 14A filed on October 12, 2022 and incorporated herein by reference). UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State
October 12, 2022	DEFA14A	(a)(2)(vi) Email to Customers and Partners, dated October 12, 2022 (included in Schedule 14A filed on October 12, 2022 and incorporated herein by reference). UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State
October 12, 2022	DEFA14A	(a)(2)(viii) Employee FAQs, dated October 12, 2022 (included in Schedule 14A filed on October 12, 2022 and incorporated herein by reference). UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State
October 12, 2022	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2022 KnowBe4, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40351 36-4827930 (State or other jurisdiction of incorporation) (Commission File Num
October 12, 2022	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State
October 11, 2022	SC 13G/A	KNBE / KnowBe4, Inc. Class A / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0009-knowbe4incclassa.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: KnowBe4 Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 49926T104 Date of Event Which Requires Filing of this Statement: September 30, 2022 Check the appropriate box to design
September 19, 2022	SC 13D/A	KNBE / KnowBe4, Inc. Class A / VEPF VII SPV I, L.P. - SC 13D/A Activist Investment SC 13D/A 1 d386937dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) KnowBe4, Inc. (Name of Issuer) Class A Common Stock, $0.00001 par value per share (Title of Class of Securities) 49926T104 (CUSIP Number) Robert E. Goedert, P.C. Kirkland & Ellis LLP 300 North LaSalle Chicago, Illi
September 19, 2022	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2022 KnowBe4, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40351 36-4827930 (State or Other Jurisdiction of Incorporation) (Commission File N
September 19, 2022	EX-99.1	KnowBe4 Confirms Receipt of Non-Binding Proposal from Vista Equity Partners No Action Required by KnowBe4 Stockholders at This Time KnowBe4 Confirms Receipt of Non-Binding Proposal from Vista Equity Partners No Action Required by KnowBe4 Stockholders at This Time TAMPA BAY, Fla.
September 19, 2022	EX-99.2	September 16, 2022 Exhibit 99.2 September 16, 2022 VIA EMAIL Special Committee of the Board of Directors KnowBe4, Inc. 33 N. Garden Avenue Clearwater, FL 33755 Dear Members of the Special Committee of the Board of Directors: We are writing to you on behalf of Vista Equity Partners Management, LLC (collectively with its affiliates, ?Vista? or ?we?) to submit the following non-binding proposal (the ?Proposal?) to acqu
August 9, 2022	SC 13G/A	KNBE / KnowBe4, Inc. Class A / Allianz Global Investors U.S. Holdings LLC - KNOWBE4, INC. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION STATEMENT TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (b) (Amendment No. 2)* KnowBe4, Inc. (Name of Issuer) Class A Common Stock, par value $0.00001 (Title of Class of Securities) 49926T104 (CUSIP Number) July 31, 2022 (
August 4, 2022	EX-99.A	Exhibit A Exhibit A Exhibit A This Schedule 13G is filed by Voya Financial, Inc. pursuant to Rule 13d-1(b)(1)(ii)(G) as the ultimate parent corporation of the following entities, each of which is a direct or indirect subsidiary of Voya Financial, Inc. Voya Investment Management, LLC* State of Formation: Delaware Address: 5780 Powers Ferry Rd, Suite 300, Atlanta, GA 30327 Item 3 Classification: Registered In
August 4, 2022	SC 13G	KNBE / KnowBe4, Inc. Class A / Voya Financial, Inc. - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 KnowBe4 INC. (Name of Issuer) Common Stock (Title of Class of Securities) 49926T104 (CUSIP Number) July 25,2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1
August 4, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 KnowBe4, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40351 36-4827930 (State or Other Jurisdiction of Incorporation) (Commission File Numbe
August 4, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40351 KNOWBE4, INC. (Exact n
August 4, 2022	EX-99.1	KnowBe4 Announces Second Quarter 2022 Financial Results •Revenues increased 36.1% year-over-year to $80.8 million •Annual recurring revenue (ARR) increased 36.5% year-over-year to $328.3 million •Number of customers reached more than 52,200 •Net cash KnowBe4 Announces Second Quarter 2022 Financial Results ?Revenues increased 36.1% year-over-year to $80.8 million ?Annual recurring revenue (ARR) increased 36.5% year-over-year to $328.3 million ?Number of customers reached more than 52,200 ?Net cash provided by operating activities was $22.3 million and free cash flow was $19.1 million TAMPA BAY, FL, August 4, 2022 - KnowBe4, Inc. (NASDAQ: KNBE),
May 18, 2022	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2022 KnowBe4, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40351 36-4827930 (State or Other Jurisdiction of Incorporation) (Commission File Number)
May 10, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40351 KNOWBE4, INC. (Exact
May 10, 2022	EX-99.1	KnowBe4 Announces First Quarter 2022 Financial Results •Total GAAP revenue increased 40.1% year-over-year to $75.0 million •Annual recurring revenue (ARR) increased 37.6% year-over-year to $305.9 million •Total number of customers reached approximate KnowBe4 Announces First Quarter 2022 Financial Results ?Total GAAP revenue increased 40.
May 10, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2022 KnowBe4, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40351 36-4827930 (State or Other Jurisdiction of Incorporation) (Commission File Number)
April 11, 2022	SC 13G/A	KNBE / KnowBe4, Inc. Class A / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* KnowBe4 Inc (Name of Issuer) Common Stock (Title of Class of Securities) 49926T104 (CUSIP Number) March 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f
April 6, 2022	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 DEFA14A 1 knwbe42022proxydefinitivea.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permit
April 6, 2022	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 DEF 14A 1 knowbe42022proxystatement.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitt
March 25, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2022 KnowBe4, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40351 36-4827930 (State or Other Jurisdiction of Incorporation) (Commission File Numbe
March 18, 2022	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2022 KnowBe4, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40351 36-4827930 (State or Other Jurisdiction of Incorporation) (Commission File Numbe
March 18, 2022	SC 13G/A	KNBE / KnowBe4, Inc. Class A / ETF MANAGERS GROUP, LLC - AMENDMENT NO. 9 TO SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9)* KNOWBE4 INC. (Name of Issuer) Common Stock, $0.001 Par Value Per Share (Title of Class of Securities) 49926T104 (CUSIP Number) March 17, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant
March 10, 2022	EX-21.1	List of subsidiaries of KnowBe4, Inc. Exhibit 21.1 Subsidiaries of registrant Name of Subsidiary Jurisdiction of Incorporation The Security Awareness Company, LLC Delaware MediaPro Holdings, LLC Delaware SecurityAdvisor Technologies, LLC Delaware KnowBe4 UK Ltd. United Kingdom Twist & Shout Communications Limited United Kingdom KnowBe4 NL, B.V. Netherlands KnowBe4 International B.V. Netherlands KnowBe4 Pte. Ltd. Singapore KnowBe4 Germ
March 10, 2022	EX-10.9	Executive Employment Agreement, dated February 14, 202 Exhibit 10.9 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into by and between KNOWBE4, INC., a Delaware corporation (the ?Company?), and Robert Reich, an individual residing in the State of Florida (the ?Employee?). The Effective Date for this Agreement shall be March 4, 2022 or the date the Form 10-K for the year ending December 31, 2021 is signed and filed by the
March 10, 2022	EX-4.3	Amended and Restated Investors’ Rights Agreement, dated as of July 2, 2019, by and among KnowBe4, Inc. and certain holders of its capital stoc EX-4.3 3 exhibit43ariraandamendment.htm EX-4.3 Exhibit 4.3 EXECUTION VERSION KNOWBE4, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of July 2, 2019, by and among KnowBe4, Inc., a Delaware corporation (the “Company”) and each of the investors listed on Schedule A hereto, each of which is referred to in this
March 10, 2022	EX-4.1	Description of Securities of KnowBe4, Inc. Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK The following description summarizes certain important terms of the capital stock of KnowBe4, Inc. (the ?company,? ?we,? ?us,? and ?our?), as well as certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws currently in effect. This summary does not purport to be complete and is qualified in its entirety by
March 10, 2022	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40351 KNOWBE4, INC. (Exact name
March 10, 2022	EX-FILING FEES	Filing Fee Table EX-FILING FEES 2 exhibit10712022evergreen.htm EX-FILING FEES Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) KnowBe4, Inc. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amou
March 10, 2022	EX-10.13	Separation Agreement and General Release, dated March 10, 2022, by and between SEPARATION AGREEMENT AND GENERAL RELEASE (?AGREEMENT?) Shrikrishna Venkataraman (?Employee?) and KnowBe4, Inc.
March 10, 2022	S-8	As filed with the Securities and Exchange Commission on March 10, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT The Securities Act of 1933 KnowBe4, Inc. (Exact name of Registrant as speci As filed with the Securities and Exchange Commission on March 10, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
February 16, 2022	EX-99.1	KnowBe4 Announces Fourth Quarter and Fiscal Year 2021 Financial Results Along with Co-President/CFO Transition to the Board of Directors KnowBe4 Announces Fourth Quarter and Fiscal Year 2021 Financial Results Along with Co-President/CFO Transition to the Board of Directors Fourth Quarter 2021 Financial Results ?GAAP revenue increased 40.
February 16, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2022 KnowBe4, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40351 36-4827930 (State or Other Jurisdiction of Incorporation) (Commission File Nu
February 14, 2022	SC 13G/A	KNBE / KnowBe4, Inc. Class A / Allianz Global Investors U.S. Holdings LLC - KNOWBE4, INC. Passive Investment KnowBe4, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION STATEMENT TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (b) (Amendment No. 1)* KnowBe4, Inc. (Name of Issuer) Class A Common Stock, par value $0.00001 (Title of Class of Securities) 49926T104 (CUSIP Number) D
February 14, 2022	SC 13G	KNBE / KnowBe4, Inc. Class A / ArrowMark Colorado Holdings LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.
February 14, 2022	SC 13G/A	KNBE / KnowBe4, Inc. Class A / Whale Rock Capital Management LLC - WRKNBE13GA1 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* KnowBe4, Inc. (Name of Issuer) Class A Common Stock, $0.00001 par value per share (Title of Class of Securities) 49926T104 (CUSIP Number) Whale Rock Capital Management LLC 2 International Place, 24th Floor Boston, MA 02110 (617) 502-9909 (Name, Address an
February 11, 2022	SC 13G	KNBE / KnowBe4, Inc. Class A / Mitnick Kevin Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* KnowBe4, Inc. (Name of Issuer) Class A Common Stock, $0.00001 Par Value (Title of Class of Securities) 49926T104 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu
February 11, 2022	SC 13G/A	KNBE / KnowBe4, Inc. Class A / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* KnowBe4 Inc (Name of Issuer) Common Stock (Title of Class of Securities) 49926T104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i
February 10, 2022	EX-99.1	JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A Common Stock, par value $0.
February 10, 2022	SC 13G	KNBE / KnowBe4, Inc. Class A / KKR Knowledge Investors L.P. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* KnowBe4, Inc. (Name of Issuer) Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) 49926T104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the
February 10, 2022	SC 13G	KNBE / KnowBe4, Inc. Class A / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: KnowBe4 Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 49926T104 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Ru
February 10, 2022	EX-99.2	POWER OF ATTORNEY Exhibit 2 POWER OF ATTORNEY Know all men by these presents that Henry R. Kravis does hereby make, constitute and appoint William J. Janetschek, David J. Sorkin, Terence P. Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in th
February 10, 2022	SC 13G	KNBE / KnowBe4, Inc. Class A / EVENTIDE ASSET MANAGEMENT, LLC - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 KnowBe4, Inc. (Name of Issuer ? as specified in its charter) Class A Common Stock (Title of Class of Securities) 49926T104 (CUSIP Number) January 31, 2022[1] (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc
February 8, 2022	SC 13G	KNBE / KnowBe4, Inc. Class A / Elephant Partners GP I, LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* KnowBe4, Inc. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 49926T104 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur
February 8, 2022	EX-99.1	JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement.
December 10, 2021	SC 13G/A	KNBE / KnowBe4, Inc. Class A / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* KnowBe4 Inc (Name of Issuer) Common Stock (Title of Class of Securities) 49926T104 (CUSIP Number) November 30, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa
November 12, 2021	SC 13G/A	KNBE / KnowBe4, Inc. Class A / ETF MANAGERS GROUP, LLC - AMENDMENT NO. 8 TO SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* KNOWBE4 INC. (Name of Issuer) Common Stock, $0.001 Par Value Per Share (Title of Class of Securities) 49926T104 (CUSIP Number) November 11, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu
November 12, 2021	424B4	8,000,000 Shares CLASS A COMMON STOCK Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-260872 and 333-260988 8,000,000 Shares CLASS A COMMON STOCK The selling stockholders identified in this prospectus are offering an aggregate of 8,000,000 shares of Class A common stock. We are not selling any shares under this prospectus, and we will not receive any proceeds from the sale of shares by the selling stockholders. We have two clas
November 10, 2021	SC 13G/A	KNBE / KnowBe4, Inc. Class A / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* KnowBe4 Inc (Name of Issuer) Common Stock (Title of Class of Securities) 49926T104 (CUSIP Number) October 29, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is
November 10, 2021	S-1MEF	As filed with the Securities and Exchange Commission on November 10, 2021. As filed with the Securities and Exchange Commission on November 10, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KNOWBE4, INC. (Exact name of registrant as specified in its charter) Delaware 7370 36-4827930 (State or other jurisdiction of incorporation or organization) (Primary
November 10, 2021	S-1/A	As filed with the Securities and Exchange Commission on November 10, 2021 As filed with the Securities and Exchange Commission on November 10, 2021 Registration No.
November 8, 2021	S-1	As filed with the Securities and Exchange Commission on November 8, 2021 As filed with the Securities and Exchange Commission on November 8, 2021 Registration No.
November 8, 2021	EX-1.1	Form of Underwriting Agreement Exhibit 1.1 [ ] Shares KNOWBE4, INC. CLASS A COMMON STOCK, PAR VALUE $0.00001 PER SHARE UNDERWRITING AGREEMENT November [ ], 2021 1 November [ ], 2021 Morgan Stanley & Co. LLC Goldman Sachs & Co. LLC BofA Securities, Inc. KKR Capital Markets LLC c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o BofA Securiti
November 4, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40351 KNOWBE4, INC. (Ex
November 3, 2021	8-K	Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Results of Operations and Financial Condition, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2021 KnowBe4, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40351 36-4827930 (State or Other Jurisdiction of Incorporation) (Commission File Num
November 3, 2021	EX-99.1	KnowBe4 Announces Third Quarter 2021 Financial Results •Total GAAP revenue increased 42.6% year-over-year to $64.1 million •Annual recurring revenue increased 44.1% year-over-year to $262.2 million •Total number of customers reached more than 44,000 EX-99.1 2 earningsreleasesep302021.htm EX-99.1 KnowBe4 Announces Third Quarter 2021 Financial Results •Total GAAP revenue increased 42.6% year-over-year to $64.1 million •Annual recurring revenue increased 44.1% year-over-year to $262.2 million •Total number of customers reached more than 44,000 •Cash flow from operations was $19.9 million •Free cash flow was $18.0 million and free cash flow margi
October 22, 2021	DRS	Confidential Treatment Requested by KnowBe4, Inc. Pursuant to 17 C.F.R. Section 200.83 Confidential Treatment Requested by KnowBe4, Inc. Pursuant to 17 C.F.R. Section 200.83 Confidential draft submitted to the Securities and Exchange Commission on October 21, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly confidential. Registration No. 333? UNITED STATES SECURITIES AND EXCHA
October 21, 2021	EX-99.2	KnowBe4 to Acquire SecurityAdvisor, Introduces a New Information Security Category “Human Detection and Response” KnowBe4 to Acquire SecurityAdvisor, Introduces a New Information Security Category ?Human Detection and Response? TAMPA BAY, Fla.
October 21, 2021	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2021 KnowBe4, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40351 36-4827930 (State or Other Jurisdiction of Incorporation) (Commission File Num
October 21, 2021	EX-2.1	Merger Agreement, dated October 20, 2021, by and among KnowBe4, Inc., Merger Sub I, Merger Sub II, SecurityAdvisor and Fortis Advisor, LLC EX-2.1 2 knbe-projectsealionmergera.htm EX-2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER BY AND AMONG KNOWBE4, INC., SEA LION MERGER SUB I, INC., SEA LION MERGER SUB II LLC, SECURITYADVISOR TECHNOLOGIES, INC. AND FORTIS ADVISORS LLC AS STOCKHOLDER REPRESENTATIVE TABLE OF CONTENTS Pages Article I THE MERGERS 2 1.1 THE MERGERS 2 1.2 THE CLOSING 2 1.3 ORGANIZATIONAL DOCUMENTS OF THE SURVIVING EN
October 21, 2021	EX-99.1	Acquisition Update ©2021 KnowBe4 \| Confidential2 This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements EX-99.1 3 businessupdatecalldeck.htm EX-99.1 Acquisition Update ©2021 KnowBe4 \| Confidential2 This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally relate to future events or our future performance. In some cases, you can identify forward-look
October 6, 2021	SC 13G/A	KNBE / KnowBe4, Inc. Class A / ETF MANAGERS GROUP, LLC - AMENDMENT NO. 7 TO SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* KNOWBE4 INC. (Name of Issuer) Common Stock, $0.001 Par Value Per Share (Title of Class of Securities) 49926T104 (CUSIP Number) October 5, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan
September 20, 2021	SC 13G/A	KNBE / KnowBe4, Inc. Class A / ETF MANAGERS GROUP, LLC - AMENDMENT NO. 6 TO SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* KNOWBE4 INC. (Name of Issuer) Common Stock, $0.001 Par Value Per Share (Title of Class of Securities) 49926T104 (CUSIP Number) September 17, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule purs
September 17, 2021	SC 13G/A	KNBE / KnowBe4, Inc. Class A / ETF MANAGERS GROUP, LLC - AMENDMENT NO. 5 TO SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* KNOWBE4 INC. (Name of Issuer) Common Stock, $0.001 Par Value Per Share (Title of Class of Securities) 49926T104 (CUSIP Number) September 16, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule purs
August 16, 2021	SC 13G/A	KNBE / KnowBe4, Inc. Class A / ETF MANAGERS GROUP, LLC - AMENDMENT NO. 4 TO SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* KNOWBE4 INC. (Name of Issuer) Common Stock, $0.001 Par Value Per Share (Title of Class of Securities) 49926T104 (CUSIP Number) August 13, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan
August 13, 2021	424B4	10,430,910 Shares CLASS A COMMON STOCK Filed Pursuant to Rule 424(b)(4) Registration No. 333?258635 10,430,910 Shares CLASS A COMMON STOCK The selling stockholders identified in this prospectus are offering an aggregate of 10,430,910 shares of Class A common stock. We are not selling any shares under this prospectus, and we will not receive any proceeds from the sale of shares by the selling stockholders. We have two classes of authori
August 11, 2021	S-1/A	As filed with the Securities and Exchange Commission on August 11, 2021 As filed with the Securities and Exchange Commission on August 11, 2021 Registration No.
August 11, 2021	S-1MEF	As filed with the Securities and Exchange Commission on August 11, 2021 As filed with the Securities and Exchange Commission on August 11, 2021 Registration No.
August 10, 2021	SC 13G	KNBE / KnowBe4, Inc. Class A / Allianz Global Investors U.S. Holdings LLC - KNOWBE4, INC. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION STATEMENT TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (b) (Amendment No. )* KnowBe4, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 49926T104 (CUSIP Number) July 31, 2021 (Date of Event Which R
August 9, 2021	S-1	As filed with the Securities and Exchange Commission on August 9, 2021 As filed with the Securities and Exchange Commission on August 9, 2021 Registration No.
August 9, 2021	CORRESP	[Signature Page Follows] August 9, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Alexandra Barone Jan Woo Kathleen Collins Melissa Kindelan Re: KnowBe4, Inc. Registration Statement on Form S-1 Registration No. 333-258635 Acceleration Request Requested Date: August 11, 2021 Requested Time: 5:00 P.M. Eastern Time Ladies and Ge
August 9, 2021	CORRESP	August 9, 2021 August 9, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Priscilla Dao Jan Woo Re: KnowBe4, Inc. Registration Statement on Form S-1 File No. 333-258635 Acceleration Request Requested Date: August 11, 2021 Requested Time: 5:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rul
August 9, 2021	EX-1.1	Form of Underwriting Agreement EX-1.1 2 exhibit11-sx1.htm EX-1.1 Exhibit 1.1 [●] Shares KNOWBE4, INC. CLASS A COMMON STOCK, PAR VALUE $0.00001 PER SHARE UNDERWRITING AGREEMENT August [●], 2021 August [●], 2021 Morgan Stanley & Co. LLC Goldman Sachs & Co. LLC BofA Securities, Inc. KKR Capital Markets LLC c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o Goldman Sachs & Co. LLC 200 West Street New York, New
August 3, 2021	SC 13G/A	KNBE / KnowBe4, Inc. Class A / ETF MANAGERS GROUP, LLC - AMENDMENT NO. 3 TO SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* KNOWBE4 INC. (Name of Issuer) Common Stock, $0.001 Par Value Per Share (Title of Class of Securities) 49926T104 (CUSIP Number) August 2, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant
August 2, 2021	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2021 KnowBe4, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40351 36-4827930 (State or Other Jurisdiction of Incorporation) (Commission File Numbe
August 2, 2021	EX-99.1	KnowBe4 Announces Second Quarter 2021 Financial Results •Total GAAP revenue increased 43.0% year-over-year to $59.4 million •Annual recurring revenue increased 42.4% year-over-year to $240.6 million •Total number of customers reached over 41,000 •Cas KnowBe4 Announces Second Quarter 2021 Financial Results ?Total GAAP revenue increased 43.
August 2, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40351 KNOWBE4, INC. (Exact n
July 19, 2021	LETTER	LETTER United States securities and exchange commission logo July 19, 2021 Krish Venkataraman Chief Financial Officer KnowBe4, Inc.
July 15, 2021	DRS	Confidential Treatment Requested by KnowBe4, Inc. Pursuant to 17 C.F.R. Section 200.83 DRS 1 filename1.htm Confidential Treatment Requested by KnowBe4, Inc. Pursuant to 17 C.F.R. Section 200.83 Confidential draft submitted to the Securities and Exchange Commission on July 14, 2021 This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly confidential. Registration No. 333‑ SECURITIES AND EXC
June 29, 2021	SC 13G/A	KNBE / KnowBe4, Inc. Class A / ETF MANAGERS GROUP, LLC - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* KNOWBE4 INC. (Name of Issuer) Common Stock, $0.001 Par Value Per Share (Title of Class of Securities) 49926T104 (CUSIP Number) June 28, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant
June 25, 2021	SC 13G/A	KNBE / KnowBe4, Inc. Class A / ETF MANAGERS GROUP, LLC - AMENDMENT NO. 1 TO SC 13G Passive Investment SC 13G/A 1 ea143338-13ga1etfknowbe4inc.htm AMENDMENT NO. 1 TO SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* KNOWBE4 INC. (Name of Issuer) Common Stock, $0.001 Par Value Per Share (Title of Class of Securities) 49926T104 (CUSIP Number) June 24, 2021 (Date of Event which Requires Filing of this
June 21, 2021	SC 13G	KNBE / KnowBe4, Inc. Class A / ETF MANAGERS GROUP, LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* KNOWBE4 INC. (Name of Issuer) Common Stock, $0.001 Par Value Per Share (Title of Class of Securities) 49926T104 (CUSIP Number) June 18, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t
June 10, 2021	EX-99	JOINT FILING AGREEMENT JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) (l) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the attached Schedule 13G, and any and all amendments thereto, and expressly authorize Invesco Ltd.
June 10, 2021	SC 13G	KNBE / KnowBe4, Inc. Class A / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* KnowBe4 Inc (Name of Issuer) Common Stock (Title of Class of Securities) 49926T104 (CUSIP Number) May 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed
May 26, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40351 KNOWBE4, INC. (Exact
May 26, 2021	EX-10.9	Amended and Restated Certificate of Incorporation of the Registrant Execution Version Unpublished Deal CUSIP Number: 49925TAA3 Unpublished Revolving Facility CUSIP Number: 49925TAB1 CREDIT AGREEMENT Dated as of March 12, 2021 among KNOWBE4, INC.
May 26, 2021	EX-3.1	Amended and Restated Bylaws of the Registrant AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KNOWBE4, INC. KnowBe4, Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify as follows: (1) The name of the Corporation is KnowBe4, Inc. The original Certificate of Incorporation of the Corporation was filed with the office of the Secretary of
May 19, 2021	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2021 KnowBe4, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40351 36-4827930 (State or Other Jurisdiction of Incorporation) (Commission File Number)
May 19, 2021	EX-99.1	KnowBe4 Announces First Quarter 2021 Financial Results •Total GAAP revenue increased 36.7% year-over-year to $53.6 million •Annual recurring revenue increased 40.7% year-over-year to $222.3 million •Total number of customers reached nearly 39,000 •Ca KnowBe4 Announces First Quarter 2021 Financial Results ?Total GAAP revenue increased 36.
May 6, 2021	SC 13D	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 KnowBe4, Inc. (Name of Issuer) Class A Common Stock, $0.00001 par value per share (Title of Class of Securities) (CUSIP Num SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 KnowBe4, Inc. (Name of Issuer) Class A Common Stock, $0.00001 par value per share (Title of Class of Securities) 49926T104 (CUSIP Number) Robert E. Goedert, P.C. Kirkland & Ellis LLP 300 North LaSalle Chicago, Illinois 60654 (312) 862-2000 (Name, Address and Telepho
May 6, 2021	EX-99.1	Joint Filing Agreement, dated May 6, 2021, by and among the Reporting Persons. Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of
April 30, 2021	EX-99.1 CHARTER	JOINT FILING AGREEMENT EX-99.1 CHARTER 2 ex99-1.htm CHARTER Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of April 30, 2021 is by and among Whale Rock Capital Management LLC and Alexander Sacerdote (collectively, the "Filers"). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to Class A Com
April 30, 2021	EX-99.1 CHARTER	JOINT FILING AGREEMENT EX-99.1 CHARTER 2 ex99-1.htm CHARTER Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of April 30, 2021 is by and among Whale Rock Capital Management LLC and Alexander Sacerdote (collectively, the "Filers"). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to Class A Com
April 30, 2021	SC 13G	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.__)* KnowBe4, Inc. (Name of Issuer) Class A Common Stock, $0.00001 par value per share (Title of Class of Sec UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* KnowBe4, Inc. (Name of Issuer) Class A Common Stock, $0.00001 par value per share (Title of Class of Securities) 49926T104 (CUSIP Number) Whale Rock Capital Management LLC 2 International Place, 24th Floor Boston, MA 02110 (617) 502-9909 (Name, Address and
April 23, 2021	424B4	9,500,000 Shares CLASS A COMMON STOCK Filed Pursuant to Rule 424(b)(4) Registration No. 333-254518 9,500,000 Shares CLASS A COMMON STOCK This is the initial public offering of shares of Class A common stock of KnowBe4, Inc. We are offering 9,000,000 shares of our Class A common stock, and the selling stockholders named in this prospectus are offering 500,000 shares of our Class A common stock. We will not receive any proceeds from the
April 23, 2021	S-8	- S-8 As filed with the Securities and Exchange Commission on April 23, 2021 Registration No.
April 19, 2021	8-A12B	Form 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 KNOWBE4, INC. (Exact name of registrant as specified in its charter) Delaware 36-4827930 (State of incorporation or organization) (I.R.S. Employer Identification No.) 33 N. Garden Avenue Clearwater
April 19, 2021	CORRESP	April 19, 2021 April 19, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Alexandra Barone Jan Woo Kathleen Collins Melissa Kindelan Re: KnowBe4, Inc. Registration Statement on Form S-1 File No. 333-254518 Acceleration Request Requested Date: April 21, 2021 Requested Time: 4:00 P.M. Eastern Time L
April 19, 2021	CORRESP	[Signature Page Follows] April 19, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Alexandra Barone Jan Woo Kathleen Collins Melissa Kindelan Re:: KnowBe4, Inc. Registration Statement on Form S-1 Registration No. 333-254518 Acceleration Request Requested Date: April 21, 2021 Requested Time: 4:00 PM, Eastern Time Ladies and Gentleme
April 16, 2021	CORRESP	April 16, 2021 Wilson Sonsini Goodrich & Rosati Professional Corporation 1301 Avenue of the Americas 40th Floor New York, New York 10019-6022 o: 212.
April 16, 2021	S-1/A	Form S-1 As filed with the Securities and Exchange Commission on April 16, 2021 Registration No.
April 14, 2021	LETTER	LETTER United States securities and exchange commission logo April 14, 2021 Alicia Dietzen General Counsel KnowBe4, Inc.
April 12, 2021	EX-10.1	2021 Equity Incentive Plan, and related form agreements Exhibit 10.1 KNOWBE4, INC. 2021 EQUITY INCENTIVE PLAN 1.Purposes of the Plan. The purposes of this Plan are: ?to attract and retain the best available personnel for positions of substantial responsibility, ?to provide additional incentive to Employees, Directors and Consultants, and ?to promote the success of the Company?s business. The Plan permits the grant of Incentive Stock Options, Nonstatuto
April 12, 2021	EX-10.1	2021 Equity Incentive Plan, and related form agreements Exhibit 10.1 KNOWBE4, INC. 2021 EQUITY INCENTIVE PLAN 1.Purposes of the Plan. The purposes of this Plan are: ?to attract and retain the best available personnel for positions of substantial responsibility, ?to provide additional incentive to Employees, Directors and Consultants, and ?to promote the success of the Company?s business. The Plan permits the grant of Incentive Stock Options, Nonstatuto
April 12, 2021	EX-10.3	2016 Equity Incentive Plan, as amended, and related form agreements Exhibit 10.3 KNOWBE4, INC. AMENDED AND RESTATED 2016 EQUITY INCENTIVE PLAN 1.PURPOSE. The KnowBe4, Inc. 2016 Equity Incentive Plan has two complementary purposes: (a) to attract and retain outstanding individuals to serve as officers, employees, directors, consultants and advisors to the Company and its affiliates, and (b) to increase stockholder value. The Plan will provide participants incentive
April 12, 2021	EX-3.1	Amended and Restated Certificate of Incorporation, as Exhibit 3.1 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KNOWBE4, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) KnowBe4, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the "General Corporation Law"), DOES HEREBY CERTIFY: 1.That the name of this
April 12, 2021	EX-10.1	2021 Equity Incentive Plan, and related form agreements Exhibit 10.1 KNOWBE4, INC. 2021 EQUITY INCENTIVE PLAN 1.Purposes of the Plan. The purposes of this Plan are: ?to attract and retain the best available personnel for positions of substantial responsibility, ?to provide additional incentive to Employees, Directors and Consultants, and ?to promote the success of the Company?s business. The Plan permits the grant of Incentive Stock Options, Nonstatuto
April 12, 2021	EX-1.1	Form of Underwriting Agreement Exhibit 1.1 [] Shares KNOWBE4, INC. CLASS A COMMON STOCK, PAR VALUE $0.00001 PER SHARE UNDERWRITING AGREEMENT [], 2021 [], 2021 Morgan Stanley & Co. LLC Goldman Sachs & Co. LLC BofA Securities, Inc. KKR Capital Markets LLC c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o BofA Securities, Inc. One Bryant Par
April 12, 2021	CORRESP	April 12, 2021 Wilson Sonsini Goodrich & Rosati Professional Corporation 1301 Avenue of the Americas 40th Floor New York, New York 10019-6022 o: 212.
April 12, 2021	EX-10.3	2016 Equity Incentive Plan, as amended, and related form agreements Exhibit 10.3 KNOWBE4, INC. AMENDED AND RESTATED 2016 EQUITY INCENTIVE PLAN 1.PURPOSE. The KnowBe4, Inc. 2016 Equity Incentive Plan has two complementary purposes: (a) to attract and retain outstanding individuals to serve as officers, employees, directors, consultants and advisors to the Company and its affiliates, and (b) to increase stockholder value. The Plan will provide participants incentive
April 12, 2021	EX-10.3	2016 Equity Incentive Plan, as amended, and related form agreements Exhibit 10.3 KNOWBE4, INC. AMENDED AND RESTATED 2016 EQUITY INCENTIVE PLAN 1.PURPOSE. The KnowBe4, Inc. 2016 Equity Incentive Plan has two complementary purposes: (a) to attract and retain outstanding individuals to serve as officers, employees, directors, consultants and advisors to the Company and its affiliates, and (b) to increase stockholder value. The Plan will provide participants incentive
April 12, 2021	EX-1.1	Form of Underwriting Agreement Exhibit 1.1 [] Shares KNOWBE4, INC. CLASS A COMMON STOCK, PAR VALUE $0.00001 PER SHARE UNDERWRITING AGREEMENT [], 2021 [], 2021 Morgan Stanley & Co. LLC Goldman Sachs & Co. LLC BofA Securities, Inc. KKR Capital Markets LLC c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o BofA Securities, Inc. One Bryant Par
April 12, 2021	EX-4.1	Form of Class A Common Stock Certificate of the Registrant Exhibit 4.1 THIS CERTIFIES THAT is the owner of CUSIP DATED COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER?AGENT AND?REGISTRAR, FULLY-PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF KnowBe4, Inc. (hereinafter called the ?Company?), transferable on the books of the Company in person or by duly authorized attorney, upon surrender of this Certificate properly endor
April 12, 2021	EX-10.2	2021 Employee Stock Purchase Plan, and related form agreements Exhibit 10.2 KNOWBE4, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN 1.Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a component that is intended to qualify as an ?employee stock purchase plan? under Section 423 of t
April 12, 2021	S-1/A	- S-1/A As filed with the Securities and Exchange Commission on April 12, 2021 Registration No.
April 12, 2021	EX-1.1	Form of Underwriting Agreement Exhibit 1.1 [] Shares KNOWBE4, INC. CLASS A COMMON STOCK, PAR VALUE $0.00001 PER SHARE UNDERWRITING AGREEMENT [], 2021 [], 2021 Morgan Stanley & Co. LLC Goldman Sachs & Co. LLC BofA Securities, Inc. KKR Capital Markets LLC c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o BofA Securities, Inc. One Bryant Par
April 12, 2021	EX-3.1	Amended and Restated Certificate of Incorporation, as Exhibit 3.1 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KNOWBE4, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) KnowBe4, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the "General Corporation Law"), DOES HEREBY CERTIFY: 1.That the name of this
April 12, 2021	EX-3.1	Amended and Restated Certificate of Incorporation, as Exhibit 3.1 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KNOWBE4, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) KnowBe4, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the "General Corporation Law"), DOES HEREBY CERTIFY: 1.That the name of this
March 26, 2021	LETTER	LETTER United States securities and exchange commission logo March 26, 2021 Alicia Dietzen General Counsel KnowBe4, Inc.
March 25, 2021	CORRESP	CONFIDENTIAL TREATMENT REQUESTED BY KNoWBE4, INC. AUSTIN BEIJING BOSTON BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE Wilson Sonsini Goodrich & Rosati Professional Corporation 1301 Avenue of the Americas 40th Floor New York, New York 10019-6022 o: 212.
March 19, 2021	EX-10.5	Outside Director Compensation Policy Exhibit 10.5 KNOWBE4, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Adopted and approved by the Board of Directors on February 16, 2021 KnowBe4, Inc. (the ?Company?) believes that providing cash and equity compensation to its members of the Board of Directors (the ?Board,? and members of the Board, the ?Directors?) represents an effective tool to attract, retain and reward Directors who are not employ
March 19, 2021	EX-10.9	Form of Indemnification Agreement entered into by and between KnowBe4, Inc. and each director and executive officer EX-10.9 13 exhibit109-sx1.htm EX-10.9 Exhibit 10.9 KNOWBE4, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between KnowBe4, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”). RECITALS A. Indemnitee’s service to the Company substantially benefits the Company. B. Individuals are reluctan
March 19, 2021	EX-10.10	Lease Agreement, dated as of May 4, 2015, by and between Clearwater Tower, LLC (formerly known as Wilder Corporation of Delaware) and KnowBe4, Inc., as amended May 27, 2015, March 10, 2016, January 9, 2017, May 17, 2017, August 30, 2017, November 2, 2017, December 4, 2018, July 28, 2020 and November 6, 2020 Execution Exhibit 10.6 LEASE AGREEMENT By and Between WILDER CORPORATION OF DELAWARE and KNOWBE4, LLC - 1 - TABLE OF CONTENTS No. Description Page 1 Premises 4 2 Term 4 3 Rent 4 4 Additional Rent 5 5 Late Charge 5 6 Partial Payment 5 7 Construction of this Agreement 5 8 Use of Premises 5 9 Definitions 6 10 Repairs by Landlord 6 11 Repairs by Tenant 6 12 Alterations and Improvements 8 13 Operating
March 19, 2021	EX-10.8	First Amended and Restated Executive Employment Agreement, dated February 26, 2020, by and between Shrikrishna Venkataraman and KnowBe4, Inc. Exhibit 10.8 FIRST AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS FIRST AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into as of February 26, 2020 (the ?Effective Date?), by and between KNOWBE4, INC., a Delaware corporation (the ?Company?), and SHRIKRISHNA VENKATARAMAN, an individual (the ?Executive?). This Agreement amends, restates, and supersedes in
March 19, 2021	EX-10.3	2016 Equity Incentive Plan, as amended, and related form agreements Exhibit 10.3 KNOWBE4, INC. 2016 EQUITY INCENTIVE PLAN 1.PURPOSE. The KnowBe4, Inc. 2016 Equity Incentive Plan has two complementary purposes: (a) to attract and retain outstanding individuals to serve as officers, employees, directors, consultants and advisors to the Company and its affiliates, and (b) to increase stockholder value. The Plan will provide participants incentives to increase stockho
March 19, 2021	S-1	Registration Statement - S-1 As filed with the Securities and Exchange Commission on March 19, 2021 Registration No.
March 19, 2021	EX-3.1	Amended and Restated Certificate of Incorporation, as currently in effect Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF ?KNOWBE4, INC.?, FILED IN THIS OFFICE ON THE FIRST DAY OF JULY, A.D. 2019, AT 12:35 O`CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. /s/ Je
March 19, 2021	EX-10.8	First Amended and Restated Executive Employment Agreement, dated February 26, 2020, by and between Shrikrishna Venkataraman and KnowBe4, Inc. Exhibit 10.8 FIRST AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS FIRST AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into as of February 26, 2020 (the ?Effective Date?), by and between KNOWBE4, INC., a Delaware corporation (the ?Company?), and SHRIKRISHNA VENKATARAMAN, an individual (the ?Executive?). This Agreement amends, restates, and supersedes in
March 19, 2021	EX-3.3	Amended and Restated Bylaws, as currently in effect Exhibit 3.3 BYLAWS OF KNOWBE4, INC. Adopted January 19 , 2016 TABLE OF CONTENTS Page ARTICLE I ? MEETINGS OF STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meeting 1 1.4 Notice of Stockholders? Meetings 2 1.5 Manner of Giving Notice; Affidavit of Notice 2 1.6 Quorum 2 1.7 Adjourned Meeting; Notice 2 1.8 Conduct of Business 2 1.9 Voting 3 1.10 Stockholder Action by Written
March 19, 2021	EX-3.2	Form of Amended and Restated Certificate of Incorporation, to be in effect immediately prior to the consummation of this offering Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KNOWBE4, INC. KnowBe4, Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify as follows: (1) The name of the Corporation is KnowBe4, Inc. The original Certificate of Incorporation of the Corporation was filed with the office of the S
March 19, 2021	EX-3.3	Amended and Restated Bylaws, as currently in effect Exhibit 3.3 BYLAWS OF KNOWBE4, INC. Adopted January 19 , 2016 TABLE OF CONTENTS Page ARTICLE I ? MEETINGS OF STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meeting 1 1.4 Notice of Stockholders? Meetings 2 1.5 Manner of Giving Notice; Affidavit of Notice 2 1.6 Quorum 2 1.7 Adjourned Meeting; Notice 2 1.8 Conduct of Business 2 1.9 Voting 3 1.10 Stockholder Action by Written
March 19, 2021	EX-10.6	First Amended and Restated Executive Employment Agreement, dated February 26, 2020, by and between Sjoerd Sjouwerman and KnowBe4, Inc. Exhibit 10.6 FIRST AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS FIRST AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into as of February 26, 2020 (the ?Effective Date?), by and between KNOWBE4, INC., a Delaware corporation (the ?Company?), and SJOERD A. SJOUWERMAN, an individual residing in the State of Florida (the ?Executive?). This Agreement amends
March 19, 2021	EX-3.4	Form of Amended and Restated Bylaws, to be in effect upon the consummation of this offering Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF KNOWBE4, INC. (as amended on , 2021, effective as of the closing of the company?s initial public offering) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 2 2.5 NOTICE O
March 19, 2021	EX-10.6	First Amended and Restated Executive Employment Agreement, dated February 26, 2020, by and between Sjoerd Sjouwerman and KnowBe4, Inc. Exhibit 10.6 FIRST AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS FIRST AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into as of February 26, 2020 (the ?Effective Date?), by and between KNOWBE4, INC., a Delaware corporation (the ?Company?), and SJOERD A. SJOUWERMAN, an individual residing in the State of Florida (the ?Executive?). This Agreement amends
March 19, 2021	EX-10.5	Outside Director Compensation Policy Exhibit 10.5 KNOWBE4, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Adopted and approved by the Board of Directors on February 16, 2021 KnowBe4, Inc. (the ?Company?) believes that providing cash and equity compensation to its members of the Board of Directors (the ?Board,? and members of the Board, the ?Directors?) represents an effective tool to attract, retain and reward Directors who are not employ
March 19, 2021	EX-4.2	Amended and Restated Investors’ Rights Agreement, dated as of July 2, 2019, by and among KnowBe4, Inc. and certain holders of its capital stock Exhibit 4.2 EXECUTION VERSION KNOWBE4, INC. AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT (this ?Agreement?), is made as of July 2, 2019, by and among KnowBe4, Inc., a Delaware corporation (the ?Company?) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an ?Investor?. RECITALS WHEREAS,
March 19, 2021	EX-10.5	Outside Director Compensation Policy Exhibit 10.5 KNOWBE4, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Adopted and approved by the Board of Directors on February 16, 2021 KnowBe4, Inc. (the ?Company?) believes that providing cash and equity compensation to its members of the Board of Directors (the ?Board,? and members of the Board, the ?Directors?) represents an effective tool to attract, retain and reward Directors who are not employ
March 19, 2021	EX-10.3	2016 Equity Incentive Plan, as amended, and related form agreements Exhibit 10.3 KNOWBE4, INC. 2016 EQUITY INCENTIVE PLAN 1.PURPOSE. The KnowBe4, Inc. 2016 Equity Incentive Plan has two complementary purposes: (a) to attract and retain outstanding individuals to serve as officers, employees, directors, consultants and advisors to the Company and its affiliates, and (b) to increase stockholder value. The Plan will provide participants incentives to increase stockho
March 19, 2021	EX-3.4	Form of Amended and Restated Bylaws, to be in effect upon the consummation of this offering Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF KNOWBE4, INC. (as amended on , 2021, effective as of the closing of the company?s initial public offering) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 2 2.5 NOTICE O
March 19, 2021	EX-4.2	Amended and Restated Investors’ Rights Agreement, dated as of July 2, 2019, by and among KnowBe4, Inc. and certain holders of its capital stock Exhibit 4.2 EXECUTION VERSION KNOWBE4, INC. AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT (this ?Agreement?), is made as of July 2, 2019, by and among KnowBe4, Inc., a Delaware corporation (the ?Company?) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an ?Investor?. RECITALS WHEREAS,
March 19, 2021	EX-3.3	Amended and Restated Bylaws, as currently in effect Exhibit 3.3 BYLAWS OF KNOWBE4, INC. Adopted January 19 , 2016 TABLE OF CONTENTS Page ARTICLE I ? MEETINGS OF STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meeting 1 1.4 Notice of Stockholders? Meetings 2 1.5 Manner of Giving Notice; Affidavit of Notice 2 1.6 Quorum 2 1.7 Adjourned Meeting; Notice 2 1.8 Conduct of Business 2 1.9 Voting 3 1.10 Stockholder Action by Written
March 19, 2021	EX-10.9	Form of Indemnification Agreement entered into by and between KnowBe4, Inc. and each director and executive officer EX-10.9 13 exhibit109-sx1.htm EX-10.9 Exhibit 10.9 KNOWBE4, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between KnowBe4, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”). RECITALS A. Indemnitee’s service to the Company substantially benefits the Company. B. Individuals are reluctan
March 19, 2021	EX-10.10	Lease Agreement, dated as of May 4, 2015, by and between Clearwater Tower, LLC (formerly known as Wilder Corporation of Delaware) and KnowBe4, Inc., as amended May 27, 2015, March 10, 2016, January 9, 2017, May 17, 2017, August 30, 2017, November 2, 2017, December 4, 2018, July 28, 2020 and November 6, 2020 Execution Exhibit 10.6 LEASE AGREEMENT By and Between WILDER CORPORATION OF DELAWARE and KNOWBE4, LLC - 1 - TABLE OF CONTENTS No. Description Page 1 Premises 4 2 Term 4 3 Rent 4 4 Additional Rent 5 5 Late Charge 5 6 Partial Payment 5 7 Construction of this Agreement 5 8 Use of Premises 5 9 Definitions 6 10 Repairs by Landlord 6 11 Repairs by Tenant 6 12 Alterations and Improvements 8 13 Operating
March 19, 2021	EX-10.8	First Amended and Restated Executive Employment Agreement, dated February 26, 2020, by and between Shrikrishna Venkataraman and KnowBe4, Inc. Exhibit 10.8 FIRST AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS FIRST AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into as of February 26, 2020 (the ?Effective Date?), by and between KNOWBE4, INC., a Delaware corporation (the ?Company?), and SHRIKRISHNA VENKATARAMAN, an individual (the ?Executive?). This Agreement amends, restates, and supersedes in
March 19, 2021	EX-3.1	Amended and Restated Certificate of Incorporation, as currently in effect Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF ?KNOWBE4, INC.?, FILED IN THIS OFFICE ON THE FIRST DAY OF JULY, A.D. 2019, AT 12:35 O`CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. /s/ Je
March 19, 2021	EX-10.7	Executive Employment Agreement, dated February 26, 2020, by and between Lars Letonoff and KnowBe4, Inc. Exhibit 10.7 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into as of February 26, 2020 (the ?Effective Date?), by and between KNOWBE4, INC., a Delaware corporation (the ?Company?), and LARS LETONOFF, an individual residing in the State of Florida (the ?Executive?). WITNESSETH: WHEREAS, the Company desires to employ the Executive as the Company?s
March 19, 2021	EX-10.4	Executive Incentive Compensation Plan Exhibit 10.4 KNOWBE4, INC. EXECUTIVE INCENTIVE COMPENSATION PLAN 1. Purposes of the Plan. The Plan is intended to increase stockholder value and the success of the Company by motivating Employees to (i) perform to the best of their abilities and (ii) achieve the Company?s objectives. 2. Definitions. (a) ?Actual Award? means as to any Performance Period, the actual award (if any) payable to a Parti

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