SC 13D/A

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

Sole Voting Power

0

Shared Voting Power

0

Sole Dispositive Power

0

Shared Dispositive Power

0

SC 13D/A 1 d254555dsc13da.htm SC 13D/A 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 Person Authorized to Receive Notices and Communications)

February 1, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 49926T104		13D		Page 1 of 10 pages


1		Names of Reporting Persons. Elephant Partners GP I, LLC
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 49926T104		13D		Page 2 of 10 pages


1		Names of Reporting Persons. Elephant Partners I, L.P.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 49926T104		13D		Page 3 of 10 pages


1		Names of Reporting Persons. Elephant Partners 2019 SPV-A, L.P.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 49926T104		13D		Page 4 of 10 pages


1		Names of Reporting Persons. Elephant Partners GP II, LLC
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 49926T104		13D		Page 5 of 10 pages


1		Names of Reporting Persons. Elephant Partners II, L.P.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 49926T104		13D		Page 6 of 10 pages


1		Names of Reporting Persons. Elephant Partners II-B, L.P.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 49926T104		13D		Page 7 of 10 pages


1		Names of Reporting Persons. Jeremiah Daly
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization United States


CUSIP No. 49926T104		13D		Page 8 of 10 pages


1		Names of Reporting Persons. Andrew Hunt
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization United States


CUSIP No. 49926T104		13D		Page 9 of 10 pages

Explanatory Note

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission on October 14, 2022 (as amended to date, the “Schedule 13D”), relating to the Class A common stock, par value $0.00001 per share (the “Class A Common Stock”), of KnowBe4, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

On February 1, 2023, the Issuer completed the previously disclosed merger with Oranje Merger Sub, Inc (the “Merger”), a wholly owned subsidiary of Oranje Holdco, LLC (“Parent”). In connection with the consummation of the Merger, 17,069,823 shares of Class A Common Stock (the “Rollover Shares”) owned by the Reporting Persons were contributed to Parent in exchange for newly issued equity interests of Oranje Topco, Inc. Each outstanding share of Class A Common Stock and Class B common stock, par value $0.00001 per share (the “Class B Common Stock”), owned by the Reporting Persons, other than the Rollover Shares, was converted into the right to receive $24.90 in cash. Consequently, the Reporting Persons disposed of an aggregate of 20,000,000 shares of Class B Common Stock in the Merger, in exchange for $498,000,000.

Item 5.

Interest in Securities of the Issuer.

Item 5(a)-(c) of the Schedule 13D is hereby amended and supplemented as follows:

(a)-(b)

As of the date hereof and after giving effect to the Merger described in Item 4 above, none of the Reporting Persons beneficially owns any shares of Common Stock of the Issuer, and none of the Reporting Persons has or shares the power to vote or to direct the vote, or the power to dispose or direct the disposition of, any shares of Common Stock of the Issuer.

(c)

Except as set forth in Item 4 above, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the Related Persons has effected any transactions in the Common Stock of the Issuer in the past sixty days.

(d)

None.

(e)

On February 1, 2023, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock of the Issuer.


CUSIP No. 49926T104		13D		Page 10 of 10 pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 7, 2023


Elephant Partners GP I, LLC

By:		/s/ Patrick Cammarata, attorney-in-fact
Name:		Jeremiah Daly
Title:		Managing Member

Elephant Partners I, L.P.
By: Elephant Partners GP I, LLC, its general partner

By:		/s/ Patrick Cammarata, attorney-in-fact
Name:		Jeremiah Daly
Title:		Managing Member

Elephant Partners 2019 SPV-A, L.P.
By: Elephant Partners GP I, LLC, its general partner

By:		/s/ Patrick Cammarata, attorney-in-fact
Name:		Jeremiah Daly
Title:		Managing Member

Elephant Partners GP II, LLC

By:		/s/ Patrick Cammarata, attorney-in-fact
Name:		Jeremiah Daly
Title:		Managing Member

Elephant Partners II, L.P.
By: Elephant Partners GP II, LLC, its general partner

By:		/s/ Patrick Cammarata, attorney-in-fact
Name:		Jeremiah Daly
Title:		Managing Member

Elephant Partners II-B, L.P.
By: Elephant Partners GP II, LLC, its general partner

By:		/s/ Patrick Cammarata, attorney-in-fact
Name:		Jeremiah Daly
Title:		Managing Member

/s/ Patrick Cammarata, attorney-in-fact

Jeremiah Daly

/s/ Patrick Cammarata, attorney-in-fact

Andrew Hunt

SEC Form SC 13D/A filed by KnowBe4 Inc. (Amendment)