Knoll (KNL) Form 4 KNOLL / Jeffrey Alan Henderson ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Henderson Jeffrey Alan

(Last) (First) (Middle)

C/O KNOLL, INC.

1235 WATER STREET

(Street)

EAST GREENVILLE PA 18041

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KNOLL INC [ KNL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/19/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/19/2021		D		9,418	D	(1)(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 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.

2. Pursuant to the Merger Agreement, each share of Knoll common stock issued and outstanding immediately prior to the effective time of the Merger (including each outstanding Knoll restricted share held by the Reporting Person which vested per the terms of the Merger Agreement upon the effective time of the Merger) was converted into the right to receive (A) $11.00 in cash, without interest, and (B) 0.32 of a share of Herman Miller common stock, par value $0.20. On July 16, 2021 (the last full trading day prior to the Merger), the closing price of one share of Herman Miller common stock was $ 43.04.

	/s/ Michael A, Pollner, Attorney-in-Fact	07/21/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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