Sec Form 4 Filing - Global Furniture Holdings S.a r.l @ KNOLL INC - 2021-03-31

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Global Furniture Holdings S.a r.l
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)
(Last)
(First)
(Middle)
RUE AVENUE MONTEREY, 23
3. Date of Earliest Transaction (MM/DD/YY)
03/31/2021
(Street)
LUXEMBOURG, N42163
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ) 03/31/2021 J( 2 ) 1,881 ( 1 ) ( 1 ) Common Stock 112,299 ( 1 ) 10,099,402 I See footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Global Furniture Holdings S.a r.l
RUE AVENUE MONTEREY, 23
LUXEMBOURG, N42163
X
Global Furniture Investments S.a r.l.
RUE AVENUE MONTEREY, 23
LUXEMBOURG, N42163
X
Furniture Investments Sarl
RUE AVENUE MONTEREY, 23
LUXEMBOURG, N42163
X
Furniture Investments Management S.a r.l
RUE AVENUE MONTEREY, 23
LUXEMBOURG, N42163
X
Furniture Investments Acquisitions S.C.S.
RUE AVENUE MONTEREY, 23
LUXEMBOURG, N42163
X
Investindustrial Advisors Ltd
16 PALACE STREET
LONDON, X0SW1E 5JD
X
Investindustrial VII L.P.
16 PALACE STREET
LONDON, X0SW1E 5JD
X
Signatures
/s/ Abdelkader Derrouiche, Manager of Global Furniture Holdings S.a r.l. 04/02/2021
** Signature of Reporting Person Date
/s/ Abdelkader Derrouiche, Manager of Global Furniture Investments S.a r.l. 04/02/2021
** Signature of Reporting Person Date
/s/ Abdelkader Derrouiche, Manager of Furniture Investments S.a r.l. 04/02/2021
** Signature of Reporting Person Date
/s/ Abdelkader Derrouiche, Manager of Furniture Investments Management S.a r.l. 04/02/2021
** Signature of Reporting Person Date
/s/ Abdelkader Derrouiche, Manager of Furniture Investments Management S.a r.l., the General Partner of Furniture Investments Acquisitions S.C.S. 04/02/2021
** Signature of Reporting Person Date
/s/ Rajeev Menon, Director of Investindustrial Advisors Limited 04/02/2021
** Signature of Reporting Person Date
/s/ Rajeev Menon, Director of Investindustrial Advisors Limited, the Investment Manager of Investindustrial VII L.P. 04/02/2021
** Signature of Reporting Person Date
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 March 31, 2021, 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 1,881 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 167,284 shares of Series A Preferred Stock, initially convertible into 9,987,104 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:
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.

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).

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