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.
Stephen Shanley
Elephant
Partners I, L.P.
Elephant Partners II, L.P., for itself and as nominee for Elephant Partners
II-B, L.P.
Elephant Partners II-B, L.P.
Elephant Partners 2019 SPV-A, L.P.
Jeremiah Daly
Sjoerd
Sjouwerman
Sjouwerman Enterprises Limited Partnership
Sjouwerman Management, LLC
(Names of Persons Filing Statement)
Class A Common Stock, par value $0.00001 per share
(Title of Class of Securities)
49926T104
(CUSIP Number
of Class of Securities)
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| Sjoerd Sjouwerman
Chief Executive Officer
KnowBe4, Inc.
33 N. Garden Avenue, Suite 1200
Clearwater, FL 33755 (855) 566-9234 |
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Christina Lema
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 c/o Vista Equity Partners Management, LLC
Four Embarcadero Center,
20th Floor San Francisco,
CA 94111 (415) 765-6500 |
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Stephen Shanley
KKR Knowledge Investors L.P.
c/o Kohlberg Kravis Roberts & Co. L.P.
30 Hudson Yards New
York, NY 10001 (212) 750-8300 |
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Elephant Partners I, L.P.
Elephant Partners II, L.P., for itself and as nominee for Elephant Partners II-B, L.P.
Elephant Partners II-B, L.P.
Elephant Partners 2019 SPV-A, L.P.
Jeremiah Daly c/o JAHD
Management Company, LLC 8 Newbury Street, 6th Floor
Boston, MA 02116 (617) 913-6611 |
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Sjoerd Sjouwerman
Sjouwerman Enterprises Limited Partnership
Sjouwerman Management, LLC
c/o KnowBe4, Inc. 33 N.
Garden Avenue, Suite 1200 Clearwater, FL 33755
(855) 566-9234 |
(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on
Behalf of the Persons Filing Statement)
With
copies to
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| Todd Cleary
Douglas K. Schnell Megan J.
Baier Catherine Riley Tzipori
Wilson Sonsini Goodrich & Rosati
Professional Corporation
1301 Avenue of the Americas
New York, NY 10019 (212) 999-5800 |
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Daniel E. Wolf, P.C.
David M. Klein, P.C.
Chelsea Darnell
Kirkland & Ellis LLP
601 Lexington Ave. New
York, NY 10022 (212) 446-4800 |
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Saee Muzumdar
Gibson, Dunn & Crutcher LLP
200 Park Avenue New York,
NY 10166 (212) 351-4000 |
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Adam Stella
Jake Lloyd
Moulton Moore Stella LLP
Frank Gehry Building 2431
Main Street, Suite C Santa Monica, CA 90405
(310) 399-0950 |
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Bradley Faris
Hans Brigham
Latham & Watkins LLP
330 North Wabash Ave.
Chicago, IL 60611 (312) 876-7700 |
This statement is filed in connection with (check the appropriate box):
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. |
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The filing of a registration statement under the Securities Act of 1933. |
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A tender offer. |
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| d. |
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None of the above. |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are
preliminary copies: ☐
Check the following box if the filing is a final amendment reporting the results of the
transaction: ☒
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on Schedule 13e-3. Any
representation to the contrary is a criminal offense.
INTRODUCTION
This Amendment No. 3 (this “Final Amendment”) to the Transaction Statement on Schedule
13E-3 (as amended, the “Transaction Statement”) is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (1) KnowBe4, Inc., a Delaware corporation
(“KnowBe4” or the “Company”) and the issuer of the Class A common stock, par value $0.00001 per share (the “KnowBe4 Class A common stock” and together with KnowBe4’s
Class B common stock, par value $0.00001 per share, (the “KnowBe4 Class B common stock”), the “KnowBe4 common stock”) that is the subject of the Rule 13e-3 transaction;
(2) Oranje Holdco, LLC, a Delaware limited liability company (“Parent”); (3) VEPF VII SPV I, L.P., a Delaware limited partnership and VEPF VII SPV I Holdings, L.P., a Delaware limited partnership (collectively, the
“VEPF Funds”); (4) Vista Equity Partners Fund VII GP, L.P., a Cayman Islands exempted limited partnership; (5) VEPF VII GP, Ltd., a Cayman Islands exempted company; (6) Robert F. Smith; (7) KKR Knowledge Investors
L.P., a Delaware limited partnership (“KKR Investor”); (8) Stephen Shanley; (9) Elephant Partners I, L.P., a Delaware limited partnership, Elephant Partners II, L.P. for itself and as nominee for Elephant Partners II-B, L.P., a Delaware limited partnership, and Elephant Partners 2019 SPV-A, L.P., a Delaware limited partnership (collectively, the “Elephant Funds”); (10)
Jeremiah Daly; (11) Sjouwerman Enterprises Limited Partnership, a Florida limited partnership, and Sjoerd Sjouwerman (collectively, the “Founder,” and together with the VEPF Funds, the Elephant Funds and the KKR Investor, the
“Rollover Stockholders”); and (12) Sjouwerman Management, LLC, a Florida limited liability company.
The Transaction
Statement relates to the Agreement and Plan of Merger, dated October 11, 2022 (including all exhibits and documents attached thereto, and as it may be amended from time to time, the “Merger Agreement”), by and among KnowBe4,
Parent and Oranje Merger Sub, Inc. (“Merger Sub”), pursuant to which Merger Sub was merged with and into KnowBe4 (the “Merger”), with the Company continuing as the surviving corporation in the Merger. As a result of
the Merger, Merger Sub ceased to exist as an independent entity and, therefore, is no longer a Filing Person.
This Final Amendment is
being filed pursuant to Rule 13e-3(d)(3) under the Exchange Act to report the results of the transaction that is the subject of the Transaction Statement.
Except as otherwise set forth herein, the information set forth in the Transaction Statement remains unchanged and is incorporated by
reference into this Final Amendment. All information set forth in this Final Amendment should be read together with the information contained or incorporated by reference in the Transaction Statement.
While each of the Filing Persons acknowledges that the Merger is a “going private” transaction for purposes of Rule 13e-3 under the Exchange Act, the filing of this Final Amendment and the Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that, prior to the
Merger, the Company was “controlled” by any of the Filing Persons or their respective affiliates.
The information concerning
the Company contained in, or incorporated by reference into, this Final Amendment, the definitive proxy statement filed under Regulation 14A of the Exchange Act with the SEC pursuant to which the Company solicited proxies from the Company’s
stockholders in connection with the Merger (as amended, the “Proxy Statement”) was supplied by the Company. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into, the
Transaction Statement and the Proxy Statement was supplied by such Filing Person. No Filing Person, including the Company, is responsible for the accuracy of any information supplied by any other Filing Person.
Item 10. Source and Amounts of Funds or Other Consideration
(a) – (b), (d) Source of funds; Conditions; Borrowed funds. Items 10(a), (b) and (d) are hereby amended and
supplemented as follows:
Concurrently with the filing of this Final Amendment, the Company is filing with the SEC a Current Report on
Form 8-K (the "Form 8-K"). Item 1.01 of the Form 8-K is hereby incorporated by reference.
Item 15. Additional Information
(c) Other material information. Item 15(c) is hereby amended and supplemented as follows:
On January 31, 2023, at a special meeting of the Company’s stockholders, the Company’s stockholders voted to (1) approve a proposal
to adopt the Merger Agreement and (2) approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to its named executive officers in connection with the Merger.
On February 1, 2023, the Company filed a Certificate of Merger with the Secretary of State of the State of Delaware, pursuant to which the
Merger became effective. As a result of the Merger, the Company became a subsidiary of Parent.
At the effective time of the Merger (the
“Effective Time”), in accordance with the terms and conditions set forth in the Merger Agreement, each share of KnowB4 common stock issued and outstanding immediately prior to the Effective Time (other than certain shares specified
in the Merger Agreement), was canceled and extinguished and converted into the right to receive cash in an amount equal to $24.90 in cash per share (the “Per Share Price”), without interest and subject to any applicable withholding
taxes.
In addition, at the Effective Time, (1) each outstanding stock option, to the extent then vested, was canceled and converted into
a right to receive an amount in cash, without interest and less any applicable taxes, equal to the product of (a) the excess, if any, of the Per Share Price over the per share exercise price of such stock option, and (b) the number of shares then
issuable upon exercise in full of such stock option; (2) each outstanding stock option, to the extent not then vested, was canceled and converted into a contingent right to receive (subject to the time-based vesting schedule and terms and conditions
of such stock option immediately prior to the Effective Time) an amount in cash, without interest and less any applicable taxes, equal to the product of (a) the excess, if any, of the Per Share Price over the per share exercise price of such stock
option, and (b) the number of shares then issuable upon exercise in full of the unvested portion of such stock option; (3) each outstanding restricted stock unit award (a) subject to time-based vesting only (an “RSU Award”) and/or
(b) subject to performance-based vesting conditions (a “PSU Award”), to the extent vested but not yet settled as of the Effective Time (or which vested upon the consummation of the Merger), was canceled and converted into a right to
receive an amount in cash, without interest and less any applicable taxes, equal to the product of (y) the Per Share Price and (z) the total number of shares subject to the then-vested portion of such award; (4) each outstanding RSU Award, to the
extent not then vested, was canceled and converted into a contingent right to receive (subject to the time-based vesting schedule and terms and conditions of such award immediately prior to the Effective Time) an amount in cash, without interest,
equal to the product of (a) the Per Share Price and (b) the total number of shares subject to the then-unvested portion of such award; and (5) each outstanding PSU Award, to the extent not then vested, was deemed to have the performance metrics
achieved at 100 percent of target and was canceled and converted into a contingent right (subject to the time-based vesting schedule and terms and conditions of such award (excluding the performance-based vesting conditions) immediately prior to the
Effective Time) to receive an amount in cash, without interest and less any applicable taxes, equal to the product of (a) the Per Share Price and (b) the total number of shares subject to the then-unvested portion of such award.
On February 1, 2023, the Company notified the NASDAQ Stock Market (“Nasdaq”) that the Merger had been completed. As a result,
Nasdaq suspended trading of the KnowBe4 Class A common stock prior to the opening of trading on February 1, 2023. The Company requested that Nasdaq file with the SEC a notification of removal from listing and registration on Form 25 with respect to
the delisting of all shares of KnowBe4 Class A common stock from Nasdaq and the deregistration of such shares under Section 12(b) of the Exchange Act. Following the effectiveness of the Form 25, the Company intends to file with the SEC a
certification on Form 15 requesting the termination of registration of the KnowBe4 Class A common stock under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act.
In addition, on February 1, 2023, the Company issued a press release announcing the closing of the Merger. The press release is attached as
Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed concurrently with the SEC, and is incorporated by reference herein as Exhibit (a)(5)(iii) hereto.
Item 16. Exhibits
The following
exhibits are filed herewith:
| (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 Definitive Proxy Statement and incorporated herein by reference). |
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Previously filed with the Transaction Statement on December 22, 2022. |
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Previously filed with the Transaction Statement on December 16, 2022. |
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Previously filed with the Transaction Statement on November 14, 2022. |
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Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment. |
SIGNATURES
After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
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| KNOWBE4, INC. |
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| By: |
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/s/ Sjoerd Sjouwerman |
| Name: |
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Sjoerd Sjouwerman |
| Title: |
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Chief Executive Officer |
[Signature Page
to SC 13e-3]
After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and correct.
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| ORANJE HOLDCO, LLC |
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| By: |
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/s/ Nicholas Prickel |
| Name: |
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Nicholas Prickel |
| Title: |
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Vice President |
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| ORANJE MERGER SUB, INC. |
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| By: |
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/s/ Nicholas Prickel |
| Name: |
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Nicholas Prickel |
| Title: |
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Vice President |
[Signature Page
to SC 13e-3]
After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and correct.
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| SJOUWERMAN ENTERPRISES LIMITED PARTNERSHIP |
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| By: |
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Sjouwerman Management, LLC |
| Its: |
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General Manager |
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| By: |
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/s/ Sjoerd Sjouwerman |
| Name: |
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Sjoerd Sjouwerman |
| Title: |
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Manager |
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| By: |
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/s/ Rebecca Weiss Sjouwerman |
| Name: |
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Rebecca Weiss Sjouwerman |
| Title: |
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Manager |
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| SJOUWERMAN MANAGEMENT, LLC |
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| By: |
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/s/ Sjoerd Sjouwerman |
| Name: |
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Sjoerd Sjouwerman |
| Title: |
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Manager |
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| By: |
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/s/ Rebecca Weiss Sjouwerman |
| Name: |
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Rebecca Weiss Sjouwerman |
| Title: |
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Manager |
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| SJOERD SJOUWERMAN |
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| By: |
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/s/ Sjoerd Sjouwerman |
| Name: |
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Sjoerd Sjouwerman |
[Signature Page
to SC 13e-3]
After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and correct.
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| VEPF VII SPV I, L.P. |
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| By: |
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Vista Equity Partners Fund VII GP, L.P. |
| Its: |
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General Partner |
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| By: |
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VEPF VII GP, Ltd. |
| Its: |
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General Partner |
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| By: |
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/s/ Robert F. Smith |
| Name: |
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Robert F. Smith |
| Title: |
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Director |
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| VEPF VII SPV I HOLDINGS, L.P. |
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| By: |
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Vista Equity Partners Fund VII GP, L.P. |
| Its: |
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General Partner |
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| By: |
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VEPF VII GP, Ltd. |
| Its: |
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General Partner |
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| By: |
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/s/ Robert F. Smith |
| Name: |
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Robert F. Smith |
| Title: |
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Director |
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| VISTA EQUITY PARTNERS FUND VII GP, L.P. |
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| By: |
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VEPF VII GP, Ltd. |
| Its: |
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General Partner |
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| By: |
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/s/ Robert F. Smith |
| Name: |
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Robert F. Smith |
| Title: |
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Director |
[Signature Page
to SC 13e-3]
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| VEPF VII GP, LTD. |
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| By: |
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/s/ Robert F. Smith |
| Name: |
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Robert F. Smith |
| Title: |
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Director |
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| ROBERT F. SMITH |
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| /s/ Robert F. Smith |
[Signature Page
to SC 13e-3]
After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and correct.
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| ELEPHANT PARTNERS I, L.P. |
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| By: |
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Elephant Partners GP I, LLC |
| Its: |
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General Partner |
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| By: |
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/s/ Patrick Cammarata, attorney-in-fact |
| Name: |
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Jeremiah Daly |
| Title: |
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Managing Member |
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| ELEPHANT PARTNERS II, L.P. |
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| By: |
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Elephant Partners GP II, LLC |
| Its: |
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General Partner |
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| By: |
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/s/ Patrick Cammarata, attorney-in-fact |
| Name: |
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Jeremiah Daly |
| Title: |
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Managing Member |
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| ELEPHANT PARTNERS 2019 SPV-A, L.P. |
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| By: |
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Elephant Partners GP I, LLC |
| Its: |
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General Partner |
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| By: |
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/s/ Patrick Cammarata, attorney-in-fact |
| Name: |
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Jeremiah Daly |
| Title: |
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Managing Member |
[Signature Page
to SC 13e-3]
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| ELEPHANT PARTNERS II-B, L.P. |
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| By: |
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Elephant Partners GP II, LLC |
| Its: |
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General Partner |
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| By: |
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/s/ Patrick Cammarata, attorney-in-fact |
| Name: |
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Jeremiah Daly |
| Title: |
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Managing Member |
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| JEREMIAH DALY |
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| By: |
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/s/ Patrick Cammarata, attorney-in-fact |
| Name: |
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Jeremiah Daly |
[Signature Page
to SC 13e-3]
After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and correct.
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| KKR KNOWLEDGE INVESTORS L.P. |
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| By: KKR Knowledge Investors GP LLC, its general partner |
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| By: |
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/s/ Stephen Shanley |
| Name: |
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Stephen Shanley |
| Title: |
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Vice President |
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| STEPHEN SHANLEY |
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| By: |
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/s/ Stephen Shanley |
| Name: |
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Stephen Shanley |
[Signature Page
to SC 13e-3]
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