SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Cogan Andrew B (Last) (First) (Middle) C/O KNOLL, INC. 1235 WATER STREET (Street) EAST GREENVILLE PA 18041 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/13/2004	3. Issuer Name and Ticker or Trading Symbol KNOLL INC [ KNL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	390,244	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options (right to buy)	(1)	10/22/2007	Common Stock	65,162	$12.71	D
Employee Stock Options (right to buy)	(2)	10/29/2007	Common Stock	26,064	$10.94	D
Employee Stock Options (right to buy)	(3)	03/06/2010	Common Stock	521,298	$10.74	D
Employee Stock Options (right to buy)	(4)	02/06/2011	Common Stock	220,366	$15.66	D
Employee Stock Options (right to buy)	(5)	02/05/2012	Common Stock	220,366	$16.34	D

Explanation of Responses:

1. Granted on October 22, 1997, these options vested in 5 equal annual installments, beginning on the first anniversary date of the original grant.

2. Granted on October 29, 1997, these options vested in 5 equal annual installments, beginning on the first anniversary date of the original grant.

3. Granted on March 6, 2000, these options vest in 4 annual installments, beginning on the first anniversary date of the original grant, in the following schedule: at Year 1- 30%; at Year 2- 20%; at Year 3- 20%; at Year 4- 30%.

4. Granted on February 6, 2001, these options vest in 4 annual installments, beginning on the first anniversary date of the original grant, in the following schedule: at Year 1- 30%; at Year 2- 20%; at Year 3- 20%; at Year 4- 30%.

5. Granted on February 5, 2002, these options vest in 4 annual installments, beginning on the first anniversary date of the original grant, in the following schedule: at Year 1- 30%; at Year 2- 20%; at Year 3- 20%; at Year 4- 30%.

Remarks:

A Power of Attorney from Andrew B. Cogan is being filed with this Form 3 as Exhibit 24.

	/s/ Patrick A. Milberger, Attorney-in-Fact	12/13/2004
	** Signature of Reporting Person	Date
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 5 (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).
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