SEC FORM 3

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^*

VEPF VII GP, LTD.

(Last)

(First)

(Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FLOOR

(Street)

SAN FRANCISCO

94111

(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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A-1 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock⁽¹⁾	4,064,760	⁽²⁾	I	See footnote⁽³⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock⁽¹⁾	3,196,880	⁽²⁾	I	See footnote⁽³⁾
Series C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock⁽¹⁾	739,320	⁽²⁾	I	See footnote⁽³⁾
Series C-1 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock⁽¹⁾	6,557,000	⁽²⁾	I	See footnote⁽³⁾

1. Name and Address of Reporting Person^*

VEPF VII GP, LTD.

(Last)

(First)

(Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FLOOR

(Street)

SAN FRANCISCO

94111

(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^*

VEPF VII SPV I HOLDINGS, L.P.

(Last)

(First)

(Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FLOOR

(Street)

SAN FRANCISCO

94111

(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^*

VISTA EQUITY PARTNERS FUND VII GP, L.P.

(Last)

(First)

(Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FLOOR

(Street)

SAN FRANCISCO

94111

(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^*

SMITH ROBERT F

(Last)

(First)

(Middle)

C/O VISTA EQUITY PARTNERS

401 CONGRESS DRIVE, SUITE 3100

(Street)

AUSTIN

78701

(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. Prior to the closing of the initial public offering of Class A common stock, par value $0.00001 per share ("Class A Common Stock") of KnowBe4, Inc. (the "Issuer"), all shares of common stock, par value $0.00001 per share ("Common Stock") will be reclassified into shares of the Issuer's Class B common stock, par value $0.00001 ("Class B Common Stock"). 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 exceptions, convert automatically into one share of Class A Common Stock upon any transfer.

2. Shares of Series A-1 Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series C-1 Convertible Preferred Stock are convertible, at the option of the holder or automatically immediately prior to the closing of the initial public offering of the Issuer, into shares of Common Stock on a one-for one-basis. Immediately thereafter, but still prior to the closing of the initial public offering of the Issuer, all shares of Common Stock will be reclassified into shares of Class B Common Stock. 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 exceptions, convert automatically into one share of Class A Common Stock upon any transfer.

3. The securities reported herein are held directly by VEPF VII SPV I Holdings, L.P., or Vista SPV. Vista Equity Partners Fund VII GP, L.P., or Fund VII GP, is the sole general partner of Vista SPV. Fund VII GP's sole general partner is VEPF VII GP, Ltd., or Fund VII UGP. Robert F. Smith is the sole director and one of the members of Fund VII UGP. Consequently, Mr. Smith, Fund VII GP and Fund VII UGP may be deemed the beneficial owners of the shares held by Vista SPV. Each of the reporting persons expressly disclaim beneficial ownership of any shares not held directly, except to the extent of its or his pecuniary interest.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Robert F. Smith, Authorized Signatory of VEPF VII SPV I Holdings, L.P.	04/21/2021
	/s/ Robert F. Smith, Authorized Signatory of Vista Equity Partners Fund VII GP, L.P.	04/21/2021
	/s/ Robert F. Smith, Authorized Signatory of VEPF VII GP, Ltd.	04/21/2021
	/s/ Robert F. Smith	04/21/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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