0001104659-21-094592.txt : 20210721
0001104659-21-094592.hdr.sgml : 20210721
20210721214549
ACCESSION NUMBER: 0001104659-21-094592
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210719
FILED AS OF DATE: 20210721
DATE AS OF CHANGE: 20210721
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Cogan Andrew B
CENTRAL INDEX KEY: 0001310400
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12907
FILM NUMBER: 211105846
MAIL ADDRESS:
STREET 1: C/O KNOLL INC.
STREET 2: 1235 WATER STREET
CITY: EAST GREENVILLE
STATE: PA
ZIP: 18041
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
4
1
tm2122850-2_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2021-07-19
1
0001011570
KNOLL INC
KNL
0001310400
Cogan Andrew B
C/O KNOLL INC.
1235 WATER STREET
EAST GREENVILLE
PA
18041
1
1
0
0
Chairman and CEO
Common Stock
2021-07-19
4
D
0
542317
D
0
D
Restricted Stock Units
2021-07-19
4
D
0
234388
D
Common Stock
234388
0
D
Stock Options
2021-07-19
4
D
0
90000
D
2029-02-11
Common Stock
90000
0
D
On July 19, 2021, pursuant to the Agreement and Plan of Merger, dated as of April 19, 2021 (the "Merger Agreement"), by and among Knoll, Inc. ("Knoll"), Herman Miller, Inc. ("Herman Miller") and Heat Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into Knoll (the "Merger"), with Knoll surviving the Merger as a wholly-owned subsidiary of Herman Miller.
Pursuant to the Merger Agreement, each share of Knoll common stock issued and outstanding immediately prior to the effective time of the Merger wasconverted into the right to receive (A) $11.00 in cash, without interest (the "Cash Consideration"), and (B) 0.32 (the "Exchange Ratio") of a share of HermanMiller common stock, par value $0.20 (together with the Cash Consideration, the "Merger Consideration"). On July 16, 2021 (the last full trading day prior tothe Merger), the closing price of one share of Herman Miller common stock was $43.04.
Pursuant to the Merger Agreement, each outstanding share of Knoll restricted stock held by the Reporting Person immediately prior to the effective time of the Merger was converted into that number of whole shares of Herman Miller restricted stock equal to the sum of (A) the Exchange Ratio and (B) the quotient of the Cash Consideration divided by the volume weighted average price per share of Herman Miller common stock for the five consecutive trading days ending July 15, 2021 (such sum, the "Equity Award Exchange Ratio").
Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding restricted stock unit award was assumed by Herman Miller andconverted into a time-vesting restricted unit award in respect of a number of shares of common stock of Herman Miller equal to the product of (i) the number of shares of Knoll common stock subject to the award (determined by deeming performance goals to be achieved at 100%) multiplied by (ii) the Equity Award Exchange Ratio.
Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding and unexercised option award to purchase shares of common stock, whether or not vested, was cancelled in consideration in consideration for the right to receive an amount in cash, without interest and less applicable withholding taxes, equal to the product of (i) the excess, if any, of the value of the Merger Consideration over the exercise price per share of Knoll common stock subject to such option immediately prior to the effective time of the Merger multiplied by (ii) the number of shares of Knoll common stock subject to such option immediately prior to the effective time of the Merger.
/s/ Michael A. Pollner, Attorney-in-Fact
2021-07-21