4//SEC Filing
Global Furniture Holdings S.a r.l 4
Accession 0001140361-20-022341
CIK 0001011570other
Filed
Oct 1, 8:00 PM ET
Accepted
Oct 2, 6:35 PM ET
Size
17.9 KB
Accession
0001140361-20-022341
Insider Transaction Report
Form 4
KNOLL INCKNL
Global Furniture Holdings S.a r.l
10% Owner
Transactions
- Other
Series A Preferred Stock
2020-09-30+1,423→ 9,876,000 total(indirect: See footnotes)→ Common Stock (84,955 underlying)
Footnotes (5)
- [F1]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.
- [F2]On September 30, 2020, 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 1,423 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 164,000 shares of Series A Preferred Stock, initially convertible into 9,791,044 shares of Common Stock.
- [F3]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.
- [F4]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.
- [F5]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.
Documents
Issuer
KNOLL INC
CIK 0001011570
Entity typeother
Related Parties
1- filerCIK 0001819517
Filing Metadata
- Form type
- 4
- Filed
- Oct 1, 8:00 PM ET
- Accepted
- Oct 2, 6:35 PM ET
- Size
- 17.9 KB