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 OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Niew Jeffrey
2. Issuer Name and Ticker or Trading Symbol

Knowles Corp [ KN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President & CEO
(Last)          (First)          (Middle)

1151 MAPLEWOOD DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

2/8/2021
(Street)

ITASCA, IL 60143
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock 2/8/2021  A  71585 (1)A$20.6 395499 D  
Common Stock 2/8/2021  F  31863 (2)D$20.6 363636 D  
Common Stock 2/8/2021  A  80825 (3)A$0.0 444461 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Represents the settlement of performance share units (PSUs) that were previously granted under the Knowles 2018 Equity Incentive Plan. The ultimate amount of shares to be received under the grant depended upon the achievement of performance goals during a three-year performance period from January 1, 2018 through December 31, 2020.
(2) These shares represent the payment of the tax liability by withholding securities incident to the settlement of performance share units granted on February 15, 2018 in accordance with Rule 16b-3.
(3) Restricted Stock Units granted under the Knowles Corporation 2018 Equity and Cash Incentive Plan that vest ratably over three years commencing on the first anniversary of the award.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Niew Jeffrey
1151 MAPLEWOOD DRIVE
ITASCA, IL 60143
X
President & CEO

Signatures
By: Robyn B. Martin For: POA for Jeffrey S. Niew2/10/2021
**Signature of Reporting PersonDate

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