Benjamin A. Pardo - Jul 19, 2021 Form 4 Insider Report for KNOLL INC (KNL)

Role: EVP - Director of Design
Signature: /s/ Michael A. Pollner, Attorney-in-Fact
Stock symbol: KNL
Transactions as of: Jul 19, 2021
Transactions value $: $0
Form type: 4
Date filed: 7/21/2021, 09:50 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	KNL	Common Stock	Disposed to Issuer		-48.4K	-100%		0	Jul 19, 2021	Direct	F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

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		-25.3K	-100%		0	Jul 19, 2021	Common Stock	25.3K		Direct	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Benjamin A. Pardo is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

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 was converted 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 Herman Miller common stock, par value $0.20. On July 16, 2021 (the last full trading day prior to the 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 and converted 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.