Sec Form 4 Filing - SCHNEIDER ROBERT F @ KIMBALL INTERNATIONAL INC - 2018-10-31

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
SCHNEIDER ROBERT F
2. Issuer Name and Ticker or Trading Symbol
KIMBALL INTERNATIONAL INC [ KBAL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO & CHAIRMAN OF THE BOARD
(Last) (First) (Middle)
1600 ROYAL STREET
3. Date of Earliest Transaction (MM/DD/YY)
10/31/2018
(Street)
JASPER, IN47549
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
CLASS B COMMON STOCK 10/31/2018 M 26,397 A $ 0 347,237 D
CLASS B COMMON STOCK 10/31/2018 A 887 ( 1 ) A $ 0 348,124 D
CLASS B COMMON STOCK 10/31/2018 F 11,892 ( 2 ) D $ 0 336,232 D
CLASS B COMMON STOCK 1,000 I Spouse
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
RESTRICTED STOCK UNITS ( 3 ) 10/31/2018 M 26,397 ( 4 ) ( 4 ) CLASS B COMMON STOCK 26,397 $ 0 33,265 ( 5 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SCHNEIDER ROBERT F
1600 ROYAL STREET
JASPER, IN47549
X CEO & CHAIRMAN OF THE BOARD
Signatures
James M. Krodel, Attorney-in-Fact and Agent 11/02/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of Class B Common Stock acquired pursuant to the Restricted Stock Unit Award Agreements between the reporting person and Kimball International Inc. (the "Company"), determined by dividing the accumulated phantom cash dividends credited to the restricted stock units ("RSUs") 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 RSUs.
( 3 )The RSUs convert on a one-for-one basis into shares of Class B Common Stock.
( 4 )On 7/1/16, RSUs for 27,297 shares were granted by the Company to the reporting person (the "2016 RSUs"), and on 7/6/17, RSUs for 11,624 shares were granted by the Company to the reporting person (the "2017 RSUs"). On the 10/31/18 effective date of the reporting person's retirement from the Company, in accordance with the terms of the Amendment to Executive's Terms of Employment dated 5/7/18 between the Company and the reporting person (the "Amendment"), the 2016 RSUs and the 2017 RSUs vested on a pro-rata basis, resulting in the vesting of 21,231 of the 2016 RSUs and 5,166 of the 2017 RSUs and the forfeiture of 6,066 of the 2016 RSUs and 6,458 of the 2017 RSUs.
( 5 )Represents RSUs which vest on 6/30/19 (17,301 shares) and on 6/30/20 (15,964 shares). These RSUs were granted on 5/7/18, subject in each case to the reporting person's fulfillment of all of his obligations pursuant to the terms of the Executive Employment Agreement dated 6/26/15 between the Company and the reporting person and the Amendment.

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.