SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* GOLDMAN SACHS GROUP INC (Last) (First) (Middle) 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/21/2021	3. Issuer Name and Ticker or Trading Symbol KnowBe4, Inc. [ KNBE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1)(2)	917,000	I	See footnote(3)(4)(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock(1)	(2)	(2)	Common Stock	13,160,560	(2)	I	See footnote(3)(4)(5)

1. Name and Address of Reporting Person* GOLDMAN SACHS GROUP INC (Last) (First) (Middle) 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GOLDMAN SACHS & CO. LLC (Last) (First) (Middle) 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Broad Street Principal Investments, L.L.C. (Last) (First) (Middle) 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* StoneBridge 2017, L.P. (Last) (First) (Middle) 200 WEST STREET (Street) NEW YORK NY 10282-2198 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* StoneBridge 2017 Offshore, L.P. (Last) (First) (Middle) 200 WEST STREET (Street) NEW YORK NY 10282-2198 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Bridge Street Opportunity Advisors, L.L.C. (Last) (First) (Middle) 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. All shares of the series B convertible preferred stock, par value $0.00001 per share ("Series B Preferred Stock"), of KnowBe4, Inc. (the "Issuer") will automatically be converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.00001 per share ("Common Stock") immediately prior to the closing of the Issuer's initial public offering (the "IPO") of its Class A common stock, par value $0.00001 per share ("Class A Common Stock"), without payment of consideration. Immediately thereafter, but still prior to the closing of the IPO, all shares of Common Stock will be reclassified into shares of the Issuer's Class B common stock, par value $0.00001 ("Class B Common Stock").

2. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. Additionally, each share of Class B Common Stock will, subject to certain conditions and exceptions, convert automatically into one share of Class A Common Stock upon any transfer. The preferred stock has no expiration date.

3. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), StoneBridge 2017, L.P. ("SB Fund"), StoneBridge 2017 Offshore, L.P. ("SB Fund Offshore," and together with SB Fund, the "SB Funds") and Bridge Street Opportunity Advisors, L.L.C ("Bridge Street").

4. Goldman Sachs is a subsidiary of GS Group. Goldman Sachs is the investment manager of the SB Funds. Each of Bridge Street and BSPI is wholly owned by GS Group.

5. BSPI holds 11,961,200 shares of Series B Preferred Stock and 833,440 shares of Common Stock. SB Fund holds 820,240 shares of Series B Preferred Stock and 57,160 shares of Common Stock. SB Fund Offshore holds 379,120 shares of Series B Preferred Stock and 26,400 shares of Common Stock. Because of the relationships among GS Group, Goldman Sachs, BSPI, Bridge Street and the SB Funds, each of GS Group and Goldman Sachs may be deemed a beneficial owner of Series B Preferred Stock and Common Stock held by BSPI and the SB Funds, and Bridge Street may be deemed a beneficial owner of Series B Preferred Stock and Common Stock held by the SB Funds. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any.

	/s/ Jamison Yardley, Attorney-in-fact	04/21/2021
	/s/ Jamison Yardley, Attorney-in-fact	04/21/2021
	/s/ Jamison Yardley, Attorney-in-fact	04/21/2021
	/s/ Jamison Yardley, Attorney-in-fact	04/21/2021
	/s/ Jamison Yardley, Attorney-in-fact	04/21/2021
	/s/ Jamison Yardley, Attorney-in-fact	04/21/2021
	** Signature of Reporting Person	Date
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