-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vuh5mM81JS2+SM6D3N7s0OpyHui9OC1UHVPS2YXgCPOL/7jbGPPZqYyAEnMobcDp Tq/UjRrLhbKNXVzrSvRqIg== 0000899140-06-001174.txt : 20060808 0000899140-06-001174.hdr.sgml : 20060808 20060808154434 ACCESSION NUMBER: 0000899140-06-001174 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060808 FILED AS OF DATE: 20060808 DATE AS OF CHANGE: 20060808 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KNOLL INC CENTRAL INDEX KEY: 0001011570 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FURNITURE & FIXTURES [2590] IRS NUMBER: 133873847 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1235 WATER ST CITY: EAST GREENVILLE STATE: PA ZIP: 18041 BUSINESS PHONE: 2156797991 MAIL ADDRESS: STREET 1: 1235 WATER STREET CITY: EAST GREENVILLE STATE: PA ZIP: 18041 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAPIDUS SIDNEY CENTRAL INDEX KEY: 0001210475 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12907 FILM NUMBER: 061012877 BUSINESS ADDRESS: BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE STREET 2: FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 4 1 lapidus_knoll4-080706ex.xml X0202 4 2006-08-08 0 0001011570 KNOLL INC KNL 0001210475 LAPIDUS SIDNEY 466 LEXINGTON AVENUE NEW YORK NY 10017 1 0 0 0 Common Stock 2006-08-08 4 S 0 9100000 16.9095 D 5810430 I See footnote Common Stock 2006-08-08 4 S 0 3900000 16.9095 D 1910430 I See footnote See Exhibit 99.1 A Power of Attorney from Sidney Lapidus was filed as Exhibit 24 to the Form 4 filed December 17, 2004. /s/ Scott A. Arenare, Attorney-in-Fact 2006-08-08 EX-99 2 l3356184.txt EXHIBIT 99.1 EXPLANATION OF RESPONSES EXHIBIT 99.1 EXPLANATION OF RESPONSES ------------------------ (1) The stockholders are Warburg, Pincus Ventures, L.P., a Delaware limited partnership ("WPV"), and Warburg Pincus & Co., a New York general partnership ("WP"). The sole general partner of WPV is Warburg Pincus Partners LLC, a New York limited liability company ("WPP"), whose managing member is WP. Warburg Pincus LLC, a New York limited liability company ("WP LLC" and together with WPV, WPP and WP, the "Warburg Pincus Entities"), manages WPV. Charles R. Kaye and Joseph P. Landy are Managing General Partners of WP and Managing Members of WP LLC and may be deemed to control the Warburg Pincus Entities. Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the Warburg Pincus Entities. Sidney Lapidus, a director of Knoll, Inc., is a general partner of WP and a managing director and member of WP LLC. All shares indicated as owned by Mr. Lapidus are included because of his affiliation with the Warburg Pincus Entities. By reason of such affiliation, Mr. Lapidus may be deemed to have an indirect pecuniary interest within the meaning of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in an indeterminate portion of the shares reported herein. Mr. Lapidus disclaims "beneficial ownership" of such shares within the meaning of Rule 13d-3 under the Exchange Act. -----END PRIVACY-ENHANCED MESSAGE-----