David L Schutte Form 3 KNOLL / David L Schutte ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Schutte David L

(Last) (First) (Middle)

C/O KNOLL, INC.

1235 WATER STREET

(Street)

EAST GREENVILLE PA 18041

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/16/2016

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	51,575(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	(2)	Common Stock	19,646	(3)	D
Restricted Stock Units	(4)	(4)	Common Stock	5,000	(3)	D
Restricted Stock Units	(5)	(5)	Common Stock	5,000(6)	(3)	D

Explanation of Responses:

1. Of these shares, 29,647 are unvested restricted shares from grants made on February 10, 2014 (19,647), February 9, 2015 (5,000), and February 17, 2016 (5,000), which cliff vest on the third anniversary of each date of grant.

2. These restricted stock units were granted on February 10, 2014 and vest after a three-year performance period, subject to the issuer's satisfaction of certain performance criteria.

3. Each restricted stock unit represents a contingent right to receive, at settlement, one share of the issuer's common stock.

4. These restricted stock units were granted on February 9, 2015 and vest after a three-year performance period, subject to the issuer's satisfaction of certain performance criteria.

5. These restricted stock units were granted on February 17, 2016 and vest after a three-year performance period, subject to the issuer's satisfaction of certain performance criteria.

6. Represents the target amount of restricted stock units granted. An additional twenty-five percent (25%) of the target amount could vest upon achievement of additional performance metrics.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/Michael A. Pollner, Attorney-in-Fact	12/19/2016
	** 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 5 (b)(v).
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