| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol KIMBALL INTERNATIONAL INC [ KBAL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/31/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| CLASS B COMMON STOCK | 03/31/2022 | M | 12,609 | A | $0 | 47,912 | D | |||
| CLASS B COMMON STOCK | 03/31/2022 | A | 1,135(1) | A | $0 | 49,047 | D | |||
| CLASS B COMMON STOCK | 03/31/2022 | F | 4,419(2) | D | $8.56 | 44,628 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| RESTRICTED STOCK UNITS | (3) | 03/31/2022 | M | 12,609 | (4) | (4) | CLASS B COMMON STOCK | 12,609 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents shares of Class B Common Stock acquired pursuant to the Restricted Stock Unit Award Agreement between the reporting person and Kimball International Inc. (the "Company"), determined by dividing the accumulated phantom cash dividends credited to the restricted stock units by the closing sales price of one share of Class B Common Stock on the vest date. |
| 2. Represents shares withheld by the Company to satisfy tax withholding obligations on the vesting of the restricted stock units. |
| 3. The Restricted Stock Units convert on a one-for-one basis into shares of Class B Common Stock. |
| 4. On 7/9/19, RSUs for 7,053 shares were granted by the Company to the reporting person (the "2019 RSUs"), on 7/31/20, RSUs for 7,302 shares were granted by the Company to the reporting person (the "2020 RSUs") and on 7/12/2021, RSUs for 7,540 shares were granted by the Company to the reporting person (the "2021 RSUs"). On 3/31/2022, the effective date of the reporting person's retirement from the Company, in accordance with the terms of the Executive Employment Agreement dated 5/7/18 between the Company and the reporting person (the "Agreement"), the 2019 RSUs, 2020 RSUs and the 2021 RSUs vested on a pro-rata basis, resulting in the vesting of 6,465 of the 2019 RSUs, 4,259 of the 2020 RSUs and 1,885 of the 2021 RSUs and the forfeiture of 588 of the 2019 RSUs, 3,043 of the 2020 RSUs and 5,655 of the 2021 RSUs. |
| Remarks: |
| James Krodel, Attorney-in-Fact and Agent | 04/04/2022 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
