0001310400-11-000015.txt : 20110817
0001310400-11-000015.hdr.sgml : 20110817
20110817174356
ACCESSION NUMBER: 0001310400-11-000015
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20110815
FILED AS OF DATE: 20110817
DATE AS OF CHANGE: 20110817
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: 111043290
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
edgar.xml
PRIMARY DOCUMENT
X0304
4
2011-08-15
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
2011-08-15
4
J
1
150000
0
D
684237
D
Forward Sale Contract (obligation to sell)
2011-08-15
4
J
1
150000
0
D
2011-08-15
2011-08-15
Common Stock
150000
0
D
See Exhibit 99.1
/s/Michael A. Pollner, Attorney-in-Fact
2011-08-17
EX-99
2
coganex_99-81511.txt
EXHIBIT 99.1
On August 15, 2011, the reporting person settled a prepaid variable forward
sale contract that was entered into on February 15, 2007 with an unaffiliated
third party purchaser. The contract obligated the reporting person to deliver
to the purchaser 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 the time of settlement) 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 contract provided that the
number of shares of Knoll, Inc. common stock to be delivered to the purchaser
on the maturity date was to be determined as follows: (a) if the closing price
of Knoll, Inc. common stock on the maturity date (the "Settlement Price") was
less than or equal to $23.3821 (the "Initial Share Price"), the reporting
person would deliver to the purchaser all of the Pledged Shares; (b) if the
Settlement Price was between the Initial Share Price up to and including
$32.7349 (the "Cap Price"), the reporting person would deliver to the
Purchaser 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 was greater than the Cap Price, the reporting person would
deliver to the purchaser all of the Pledged Shares, except a number of
shares equal to $1,402,920 (based on the Settlement Price). On August 15,
2011, the Settlement Price was $15.17. Accordingly, the reporting person
transferred to the purchaser all of the 150,000 Pledged Shares.