-----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, EHaVizMYp0Mejc10zvQaCHsf/63V+6yhj56+IIV2Zx8e7gnu5r/rIYadavX2OEFS hZV/qrIKCMgIdI8keua97A== 0000899140-06-001322.txt : 20060912 0000899140-06-001322.hdr.sgml : 20060912 20060912173936 ACCESSION NUMBER: 0000899140-06-001322 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 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: HARRIS JEFFREY CENTRAL INDEX KEY: 0001220634 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12907 FILM NUMBER: 061087179 BUSINESS ADDRESS: BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10017 4 1 harris_knoll4-091206ex.xml X0202 4 2006-09-08 0 0001011570 KNOLL INC KNL 0001220634 HARRIS JEFFREY 466 LEXINGTON AVE 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. A Power of Attorney for Jeffrey Harris is being filed with this Form 4 as Exhibit 24. /s/ Scott A. Arenare, Attorney-in-Fact 2006-09-08 EX-99 2 h091206.txt EXHIBIT 99.1 - EXPLANATION OF RESPONSES Exhibit 99.1 Excplanation 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"), Warburg Pincus & Co., a New York general partnership ("WP") and Warburg Pincus Partners LLC, a New York limited liability company ("WPP"). The sole general partner of WPV is 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. Jeffrey Harris, 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. Harris are included because of his affiliation with the Warburg Pincus Entities. By reason of such affiliation, Mr. Harris 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. Harris disclaims "beneficial ownership" of such shares within the meaning of Rule 13d-3 under the Exchange Act. EX-24 3 h3401201.txt POWER OF ATTORNEY Exhibit 24 POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Scott A. Arenare, Timothy J. Curt and Steven G. Schneider, acting together or individually, his/her true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Forms 3, 4 and 5, together with any amendments thereto, in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Forms and the filing thereof with the United States Securities and Exchange Commission and any other person as may be required by law; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this power of attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with the Securities Exchange Act of 1934, as amended. This power of attorney shall continue in full force and effect until revoked in writing by the undersigned or his/her attorney-in-fact. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 15th day of May, 2004. Signature: /s/ Jeffrey A. Harris ---------------------------- Print Name: Jeffrey A. Harris -----END PRIVACY-ENHANCED MESSAGE-----