Sec Form 4 Filing - Sjouwerman Sjoerd @ KnowBe4, Inc. - 2023-02-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Sjouwerman Sjoerd 2. Issuer Name and Ticker or Trading Symbol KnowBe4, Inc. [ KNBE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O KNOWBE4, INC., 33 N. GARDEN AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/01/2023 (Street) CLEARWATER,, FL33755 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 02/01/2023 D 519,534( 1 ) D $ 24.9( 2 ) 0 D Class A Common Stock 02/01/2023 D 2,189,121 D $ 24.9( 2 ) 0 I See footnote( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Common Stock $ 0 02/01/2023 D 2,189,121 ( 4 ) ( 4 ) Class A Common Stock 2,189,121 $ 24.9 0 I See footnote( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sjouwerman Sjoerd C/O KNOWBE4, INC. 33 N. GARDEN AVENUE CLEARWATER,, FL33755 X Chief Executive Officer Signatures /s/ Alicia Dietzen, as Attorney-in-Fact 02/01/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 122,769 shares and 396,766 restricted stock units ("RSUs") that were disposed of at the effective time (the "Effective Time") of the merger (the "Merger") of Oranje Merger Sub, Inc. with and into KnowBe4, Inc. (the "Issuer") pursuant to an Agreement and Plan of Merger, dated October 11, 2022, by and among the Issuer, Oranje Holdco, LLC and Oranje Merger Sub, Inc. ( 2 )At the Effective Time, (i) each outstanding share of the Issuer's Class A common stock was canceled and converted into the right to receive $24.90 in cash, without interest, per share, and (ii) the unvested RSUs were canceled and converted into the contingent right to receive a cash payment of $9,879,473 (which represents $24.90 per unvested RSU), which will vest and become payable pursuant to the time-based vesting schedule that the unvested RSUs were subject to immediately prior to the Effective Time. ( 3 )The shares are held of record by the Sjouwerman Enterprises Limited Partnership, or SELP. The sole general manager of SELP is Sjouwerman Management, LLC, of which the Reporting Person and his spouse are managers. ( 4 )Represents shares that were disposed of at the Effective Time. At the Effective Time, each outstanding share of the Issuer's Class B common stock was canceled and converted into the right to receive $24.90 in cash, without interest, per share.

Remarks: The foregoing descriptions in notes (1), (2) and (4) are qualified in their entirety by reference to the terms of the Merger Agreement. In the event of any conflict between the descriptions above and the terms set forth in the Merger Agreement, the terms set forth in the Merger Agreement shall control.

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 4(b)(v).

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