-----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, PwftE40eDgmflGBBW6TVX6v/0wBPhbhhD6AN6gbaeqRzOvqjrq2X+dGvvXgFsUtT h+yUEKfAOG1Iw71jCZrWzg== 0000899140-06-001320.txt : 20060912 0000899140-06-001320.hdr.sgml : 20060912 20060912173616 ACCESSION NUMBER: 0000899140-06-001320 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060908 FILED AS OF DATE: 20060912 DATE AS OF CHANGE: 20060912 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: 061087163 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_knoll4-091206ex.xml X0202 4 2006-09-08 0 0001011570 KNOLL INC KNL 0001210475 LAPIDUS SIDNEY 466 LEXINGTON AVENUE NEW YORK NY 10017 1 0 0 0 Common Stock 2006-09-08 4 J 0 614686 0 D 653194 I See footnote See Exhibit 99.1. See Exhibit 99.1. /s/ Sidney Lapidus 2006-09-08 EX-99 2 l3399485.txt EXHIBIT 99.1 EXPLANATION OF RESPONSES Exhibit 99.1 Explanation of Responses (1) Pro rata distribution from Warburg Pincus Ventures, L.P. to its limited partners. As a part of this distribution, Warburg, Pincus Ventures, L.P. also distributed 108,474 shares of Knoll, Inc. common stock to its general partner Warburg Pincus Partners LLC. The shares distributed to Warburg Pincus Partners LLC are not reflected in Table I as such shares continue to be owned by a Warburg Pincus entity. (2) 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-----