Statement of Changes in Beneficial Ownership (4)
February 13 2018 - 5:17PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Cogan Andrew B
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2. Issuer Name
and
Ticker or Trading Symbol
KNOLL INC
[
KNL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President and CEO
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(Last)
(First)
(Middle)
C/O KNOLL, INC., 1235 WATER STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/9/2018
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(Street)
EAST GREENVILLE, PA 18041
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/9/2018
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M
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20000
(1)
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A
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$0
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615698
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D
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Common Stock
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2/9/2018
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F
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34539
(2)
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D
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$20.66
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581159
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D
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Common Stock
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2/13/2018
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A
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62500
(3)
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A
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$0
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643659
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
(1)
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$0
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2/9/2018
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M
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20000
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(1)
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(1)
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Common Stock
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20000
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$0
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0
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D
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Restricted Stock Units
(4)
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$0
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2/13/2018
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A
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62500
(5)
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(6)
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(6)
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Common Stock
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62500
(5)
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$0
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62500
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D
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Explanation of Responses:
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(1)
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These shares represent a portion of the stock units granted on February 9, 2015, that vested based on the issuer's satisfaction of certain performance critera. The remaining portion of these stock units were forfeited as certain performance metrics were not achieved.
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(2)
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These shares were withheld by the issuer to cover taxes associated with the vesting of certain restricted shares and stock units.
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(3)
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These restricted shares will cliff vest on the third anniversary of the date of grant, based on continued service.
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(4)
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Each restricted stock unit represents a contingent right to receive, at settlement, one share of the issuer's common stock.
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(5)
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Represents the target amount of restricted stock units granted to reporting person on the transaction date. Zero to one hundred twenty-five percent of the target amount can vest, subject to the issuer's satisfaction of certain performance criteria.
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(6)
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These restricted stock units vest after a three-year performance period, subject to the issuer's satisfaction of certain performance criteria.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Cogan Andrew B
C/O KNOLL, INC.
1235 WATER STREET
EAST GREENVILLE, PA 18041
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X
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President and CEO
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Signatures
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/s/Michael A. Pollner, Attorney-in-Fact
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2/13/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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