Knoll (KNL) Form 4 KNOLL / Furniture Holdings S.a r.l Global 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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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^*

Global Furniture Holdings S.a r.l

(Last) (First) (Middle)

RUE AVENUE MONTEREY, 23

(Street)

LUXEMBOURG N4 2163

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2020

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

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

	Form filed by One Reporting Person
X	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

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
Series A Preferred Stock	(1)	09/30/2020		J(2)		1,423		(1)	(1)	Common Stock	84,955	(1)	9,876,000	I	See footnotes(2)(3)(4)(5)

1. Name and Address of Reporting Person^*

Global Furniture Holdings S.a r.l

(Last) (First) (Middle)

RUE AVENUE MONTEREY, 23

(Street)

LUXEMBOURG N4 2163

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Global Furniture Investments S.a r.l.

(Last) (First) (Middle)

23, AVENUE MONTEREY

(Street)

LUXEMBOURG N4 L-2163

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Furniture Investments Sarl

(Last) (First) (Middle)

RUE AVENUE MONTEREY, 23

(Street)

LUXEMBOURG N4 2163

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Furniture Investments Management S.a r.l

(Last) (First) (Middle)

RUE AVENUE MONTEREY, 23

(Street)

LUXEMBOURG N4 2163

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Furniture Investments Acquisitions S.C.S.

(Last) (First) (Middle)

RUE AVENUE MONTEREY, 23

(Street)

LUXEMBOURG N4 2163

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Investindustrial Advisors Ltd

(Last) (First) (Middle)

16 PALACE STREET

(Street)

LONDON X0 SW1E 5JD

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Investindustrial VII L.P.

(Last) (First) (Middle)

16 PALACE STREET

(Street)

LONDON X0 SW1E 5JD

(City) (State) (Zip)

Explanation of Responses:

1. Each share of Series A Convertible Preferred Stock, par value $1.00 per share ("Series A Preferred Stock"), of Knoll, Inc., a Delaware corporation (the "Issuer"), is convertible at the option of the holders thereof at any time into shares of Common Stock, par value $0.01 per share ("Common Stock"), of the Issuer, at an initial conversion price of $16.7500 per share of Series A Preferred Stock, subject to certain anti-dilution adjustments. The initial conversion rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of the Certificate of Designations, as filed with the Secretary of State of the State of Delaware on July 20, 2020 (the "Certificate of Designations"). The Series A Preferred Stock has no expiration date.

2. On September 30, 2020, pursuant to the Certificate of Designations, the Issuer paid a dividend in kind (additional shares of Series A Preferred Stock having value equal to the amount of accrued dividends) comprising 1,423 shares of Series A Preferred Stock to Furniture Investments Acquisitions S.C.S., a common limited partnership (societe en commandite simple) ("Furniture Investments Acquisitions"). Prior to the transaction, Furniture Investments Acquisitions was the direct beneficial owner of 164,000 shares of Series A Preferred Stock, initially convertible into 9,791,044 shares of Common Stock.

3. Global Furniture Holdings S.a r.l., a Luxembourg private limited liability company (societe a responsabilite limitee) ("Global Furniture Holdings"), Investindustrial VII LP, a limited partnership organized under the laws of England and Wales ("Investindustrial VII"), and Investindustrial Advisors Limited, a company incorporated in England and Wales ("Investindustrial Advisors"), may each be deemed to have investment and voting power with respect to the Series A Preferred Stock held by Furniture Investments Acquisitions, and as a result may be deemed to have beneficial ownership over such securities.

4. Furniture Investments Management S.a r.l., a Luxembourg private limited liability company (societe a responsabilite limitee) ("Furniture Investments Management"), is the general partner of Furniture Investments Acquisitions. The limited partners of Furniture Investments Acquisitions are Furniture Investments S.a r.l., a Luxembourg private limited liability company (societe a responsabilite limitee) ("Furniture Investments"), and an entity wholly owned by Global Furniture Investments S.a r.l., a Luxembourg private limited liability company (societe a responsabilite limitee) ("Global Furniture Investments"), and Furniture Investments. Global Furniture Investments and Furniture Investments are each wholly owned by Global Furniture Holdings. Global Furniture Holdings is majority owned by Investindustrial VII. Investindustrial Advisors has investment management authority over Investindustrial VII.

5. Furniture Investments and Furniture Investments Management may each be deemed to have investment and voting power with respect to the Series A Preferred Stock held by Furniture Investments Acquisitions, and as a result may be deemed to have beneficial ownership over such securities.

Remarks:

Note: The filing of this Form 4 shall not be construed as an admission that any of the above-listed entities is the beneficial owner of any securities covered by this Form 4.

	/s/ Abdelkader Derrouiche, Manager of Global Furniture Holdings S.a r.l.	10/02/2020
	/s/ Abdelkader Derrouiche, Manager of Global Furniture Investments S.a r.l.	10/02/2020
	/s/ Abdelkader Derrouiche, Manager of Furniture Investments S.a.r.l.	10/02/2020
	/s/ Abdelkader Derrouiche, Manager of Furniture Investments Management S.a r.l.	10/02/2020
	/s/ Abdelkader Derrouiche, Manager of Furniture Investments Management S.a r.l., the General Partner of Furniture Investments Acquisitions S.C.S.	10/02/2020
	/s/ Rajeev Menon, Director of Investindustrial Advisors Limited	10/02/2020
	/s/ Rajeev Menon, Director of Investindustrial Advisors Limited, the Investment Manager of Investindustrial VII L.P.	10/02/2020
	** Signature of Reporting Person	Date
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