| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | KNL | Common Stock | Disposed to Issuer | -542K | -100% | 0 | Jul 19, 2021 | Direct | F1, F2, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | KNL | Restricted Stock Units | Disposed to Issuer | -234K | -100% | 0 | Jul 19, 2021 | Common Stock | 234K | Direct | F4 | |||
| transaction | KNL | Stock Options | Disposed to Issuer | -90K | -100% | 0 | Jul 19, 2021 | Common Stock | 90K | Direct | F5 |
Andrew B. Cogan is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | On July 19, 2021, pursuant to the Agreement and Plan of Merger, dated as of April 19, 2021 (the "Merger Agreement"), by and among Knoll, Inc. ("Knoll"), Herman Miller, Inc. ("Herman Miller") and Heat Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into Knoll (the "Merger"), with Knoll surviving the Merger as a wholly-owned subsidiary of Herman Miller. |
| F2 | Pursuant to the Merger Agreement, each share of Knoll common stock issued and outstanding immediately prior to the effective time of the Merger wasconverted into the right to receive (A) $11.00 in cash, without interest (the "Cash Consideration"), and (B) 0.32 (the "Exchange Ratio") of a share of HermanMiller common stock, par value $0.20 (together with the Cash Consideration, the "Merger Consideration"). On July 16, 2021 (the last full trading day prior tothe Merger), the closing price of one share of Herman Miller common stock was $43.04. |
| F3 | Pursuant to the Merger Agreement, each outstanding share of Knoll restricted stock held by the Reporting Person immediately prior to the effective time of the Merger was converted into that number of whole shares of Herman Miller restricted stock equal to the sum of (A) the Exchange Ratio and (B) the quotient of the Cash Consideration divided by the volume weighted average price per share of Herman Miller common stock for the five consecutive trading days ending July 15, 2021 (such sum, the "Equity Award Exchange Ratio"). |
| F4 | Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding restricted stock unit award was assumed by Herman Miller andconverted into a time-vesting restricted unit award in respect of a number of shares of common stock of Herman Miller equal to the product of (i) the number of shares of Knoll common stock subject to the award (determined by deeming performance goals to be achieved at 100%) multiplied by (ii) the Equity Award Exchange Ratio. |
| F5 | Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding and unexercised option award to purchase shares of common stock, whether or not vested, was cancelled in consideration in consideration for the right to receive an amount in cash, without interest and less applicable withholding taxes, equal to the product of (i) the excess, if any, of the value of the Merger Consideration over the exercise price per share of Knoll common stock subject to such option immediately prior to the effective time of the Merger multiplied by (ii) the number of shares of Knoll common stock subject to such option immediately prior to the effective time of the Merger. |