-----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, J1aZKp5iR9RUtYYy3yR0mDiaZgufgwtPhtJflOBJRjwcLXTw/9A34zmlA74lUwhk Grrr+++qVaHraKZqs/LyBQ== 0001310400-07-000012.txt : 20070220 0001310400-07-000012.hdr.sgml : 20070219 20070220173254 ACCESSION NUMBER: 0001310400-07-000012 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070215 FILED AS OF DATE: 20070220 DATE AS OF CHANGE: 20070220 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: Cogan Andrew B CENTRAL INDEX KEY: 0001310400 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12907 FILM NUMBER: 07636631 BUSINESS ADDRESS: BUSINESS PHONE: 215-679-7991 MAIL ADDRESS: STREET 1: C/O KNOLL INC. STREET 2: 1235 WATER STREET CITY: EAST GREENVILLE STATE: PA ZIP: 18041 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2007-02-15 0001011570 KNOLL INC KNL 0001310400 Cogan Andrew B C/O KNOLL, INC. 1235 WATER STREET EAST GREENVILLE PA 18041 1 1 0 0 Chief Executive Officer Common Stock 2007-02-15 4 S 0 14300 23.35 D 551304 D Common Stock 2007-02-15 4 S 0 1600 23.36 D 549704 D Common Stock 2007-02-15 4 S 0 100 23.37 D 549604 D Common Stock 2007-02-15 4 S 0 200 23.38 D 549404 D Common Stock 2007-02-15 4 S 0 100 23.39 D 549304 D Common Stock 2007-02-15 4 S 0 1542 23.40 D 547762 D Common Stock 2007-02-15 4 S 0 800 23.44 D 546962 D Common Stock 2007-02-15 4 S 0 100 23.46 D 546862 D Common Stock 2007-02-15 4 S 0 2800 23.47 D 544062 D Common Stock 2007-02-15 4 S 0 6300 23.48 D 537762 D Forward Sale Contract (obligation to sell) 2007-02-15 4 J 1 75000 A 2009-08-17 2009-08-17 Common Stock 75000 75000 D Forward Sale Contract (obligation to sell) 2007-02-15 4 J 1 150000 A 2011-08-15 2011-08-15 Common Stock 150000 150000 D See Exhibit 99.1. See Exhibit 99.2. Patrick A. Milberger, Attorney-in-Fact 2007-02-20 EX-99 2 coganattach_1.txt Explanation of Responses Exhibit 99.1 On February 15, 2007, the reporting person entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. The contract obligates the reporting person to deliver to the buyer up to 75,000 shares of Knoll, Inc. common stock (or, at the election of the reporting person, an equivalent amount of cash based on the market price of Knoll, Inc. common stock at that time) on the maturity date of the contract (August 17, 2009) In exchange for assuming this obligation, the reporting person received a cash payment of approximately $1,469,064.19 as of the date of entering into the contract. The reporting person pledged 75,000 shares of Knoll, Inc. common stock (the "Pledged Shares") to secure his obligation under the contract. The reporting person also retained voting rights in the Pledged Shares and rights to receive all regular quarterly dividends up to $0.11 per share per quarter declared on the Pledged Shares during the term of the pledge. The number of shares of Knoll, Inc. common stock to be delivered to the buyer on the maturity date is to be determined as follows: (a) if the closing price of Knoll, Inc. common stock on the maturity date (the "Settlement Price") is less than or equal to $23.1805 (the "Initial Share Price"), the reporting person will deliver to buyer all of the Pledged Shares; (b) if the Settlement Price is between the Initial Share Price up to and including $27.8166 (the "Cap Price"), the reporting person will deliver to the buyer a number of shares of Knoll, Inc. common stock having a value (based on the Settlement Price) equal to $1,738,537.50; and, (c) if the Settlement Price is greater than the Cap Price, the reporting person will deliver to the buyer all of the Pledged Shares, except a number of shares equal to $347,707.50 (based on the Settlement Price). The number of shares to be delivered by the reporting person is subject to adjustment in the case of certain antidilutive and extraordinary events. EX-99 3 coganattach_2.txt Explanation of Responses Exhibit 99.2 On February 15, 2007, the reporting person entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. The contract obligates the reporting person to deliver to the buyer up to 150,000 shares of Knoll, Inc. common stock (or, at the election of the reporting person, an equivalent amount of cash based on the market price of Knoll, Inc. common stock at that time) on the maturity date of the contract (August 15, 2011). In exchange for assuming this obligation, the reporting person received a cash payment of approximately $2,593,659.44 as of the date of entering into the contract. The reporting person pledged 150,000 shares of Knoll, Inc. common stock (the "Pledged Shares") to secure his obligation under the contract. The reporting person also retained voting rights in the Pledged Shares and rights to receive all regular quarterly dividends up to $0.11 per share per quarter declared on the Pledged Shares during the term of the pledge. The number of shares of Knoll, Inc. common stock to be delivered to the buyer on the maturity date is to be determined as follows: (a) if the closing price of Knoll, Inc. common stock on the maturity date (the "Settlement Price") is less than or equal to $23.3821 (the "Initial Share Price"), the reporting person will deliver to buyer all of the Pledged Shares; (b) if the Settlement Price is between the Initial Share Price up to and including $32.7349 (the "Cap Price"), the reporting person will deliver to the buyer a number of shares of Knoll, Inc. common stock having a value (based on the Settlement Price) equal to $3,507,315; and, (c) if the Settlement Price is greater than the Cap Price, the reporting person will deliver to the buyer all of the Pledged Shares, except a number of shares equal to $1,402,920 (based on the Settlement Price). The number of shares to be delivered by the reporting person is subject to adjustment in the case of certain antidilutive and extraordinary events. -----END PRIVACY-ENHANCED MESSAGE-----