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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 07/21/2020 | 3. Issuer Name and Ticker or Trading Symbol KNOLL INC [ KNL ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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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 | 2,404,634 | I | See footnotes(1)(2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Series A Preferred Stock | (4) | (4) | Common Stock | 9,791,044 | (4) | I | See footnotes(2)(3)(5)(6) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Global Furniture Investments S.a r.l., a Luxembourg private limited liability company (societe a responsabilite limitee) ("Global Furniture Investments"), is the direct beneficial owner of 2,404,634 shares of Common Stock, par value $0.01 per share ("Common Stock"), of Knoll, Inc., a Delaware corporation (the "Issuer"). |
2. 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 Common Stock held by Global Furniture Investments and the Series A Convertible Preferred Stock, par value $1.00 per share ("Series A Preferred Stock"), of the Issuer held by Furniture Investments Acquisitions S.C.S., a common limited partnership (societe en commandite simple) ("Furniture Investments Acquisitions"), and as a result may be deemed to have beneficial ownership over such securities. |
3. 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 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. |
4. Each share of Series A Preferred Stock is convertible at the option of the holders thereof at any time into shares of Common Stock 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 Series A Preferred Stock has no expiration date. |
5. Furniture Investments Acquisitions is the direct beneficial owner of 164,000 shares of Series A Preferred Stock, initially convertible into 9,791,044 shares of Common Stock. |
6. 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 3 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 3. |
/s/ Abdelkader Derrouiche, Manager of Global Furniture Holdings S.a r.l. | 08/03/2020 | |
/s/ Abdelkader Derrouiche, Manager of Global Furniture Investments S.a r.l. | 08/03/2020 | |
/s/ Abdelkader Derrouiche, Manager of Furniture Investments S.a r.l. | 08/03/2020 | |
/s/ Abdelkader Derrouiche, Manager of Furniture Investments Management S.a r.l. | 08/03/2020 | |
/s/ Abdelkader Derrouiche, Manager of Furniture Investments Management S.a r.l., the General Partner of Furniture Investments Acquisitions S.C.S. | 08/03/2020 | |
/s/ Rajeev Menon, Director of Investindustrial Advisors Limited | 08/03/2020 | |
/s/ Rajeev Menon, Director of Investindustrial Advisors Limited, the Investment Manager of Investindustrial VII L.P. | 08/03/2020 | |
** 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). | ||
** 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. |