Key facts
- This page summarizes Andrew B. Cogan's Form 4 filing for KNOLL INC.
- 3 reported transactions and 2 derivative rows are listed below.
- Accepted by SEC: 21 Jul 2021, 21:45.
Andrew B. Cogan - 19 Jul 2021 Form 4 Insider Report for KNOLL INC
- Reporting relationship
- Chairman and CEO, Director
- Issuer ticker
- N/A
- Reported as of
- 19 Jul 2021
- Net transaction value
- $0
- SEC form
- 4
- Accepted by SEC
- 21 Jul 2021, 21:45:49 UTC
- Next SEC filing
- 27 Aug 2021
- Source filing
- View source filing
- Reporting owner signature
- /s/ Michael A. Pollner, Attorney-in-Fact
Source evidence
Original filing metadata and source links for verification.
4 source fields
Reporting owner
1 detail
Key filing fact
Andrew B. Cogan filed Form 4 for KNOLL INC on 21 Jul 2021.
Change
- No earlier filing in this sequence is available for direct comparison.
- Current net transaction value: $0.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
KNL
transaction
Common Stock
Disposed to Issuer
- Transaction value
- Shares
- -542,317
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 19 Jul 2021
- Ownership
- Direct
- Footnotes
- F1, F2, F3
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
KNL
transaction
Derivative
Restricted Stock Units
Disposed to Issuer
- Transaction value
- Shares
- -234,388
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 19 Jul 2021
- Ownership
- Direct
- Underlying class
- Common Stock
- Underlying amount
- 234,388
- Exercise price
- Footnotes
- F4
KNL
transaction
Derivative
Stock Options
Disposed to Issuer
- Transaction value
- Shares
- -90,000
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 19 Jul 2021
- Ownership
- Direct
- Underlying class
- Common Stock
- Underlying amount
- 90,000
- Exercise price
- Footnotes
- F5
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
Andrew B. Cogan is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 5 footnotes
Footnote 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.
Footnote 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.
Footnote 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").
Footnote 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.
Footnote 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.