0001140361-21-000094.txt : 20210104
0001140361-21-000094.hdr.sgml : 20210104
20210104180307
ACCESSION NUMBER: 0001140361-21-000094
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201231
FILED AS OF DATE: 20210104
DATE AS OF CHANGE: 20210104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Global Furniture Holdings S.a r.l
CENTRAL INDEX KEY: 0001819517
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12907
FILM NUMBER: 21503146
BUSINESS ADDRESS:
STREET 1: 23 AVENUE MONTEREY
CITY: LUXEMBOURG
STATE: N4
ZIP: L-2163
BUSINESS PHONE: 352 260953 522
MAIL ADDRESS:
STREET 1: 23 AVENUE MONTEREY
CITY: LUXEMBOURG
STATE: N4
ZIP: L-2163
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Global Furniture Investments S.a r.l.
CENTRAL INDEX KEY: 0001819518
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12907
FILM NUMBER: 21503147
BUSINESS ADDRESS:
STREET 1: 23, AVENUE MONTEREY
CITY: LUXEMBOURG
STATE: N4
ZIP: L-2163
BUSINESS PHONE: 352 260953 523
MAIL ADDRESS:
STREET 1: 23, AVENUE MONTEREY
CITY: LUXEMBOURG
STATE: N4
ZIP: L-2163
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Furniture Investments Sarl
CENTRAL INDEX KEY: 0001819515
STATE OF INCORPORATION: N4
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12907
FILM NUMBER: 21503148
BUSINESS ADDRESS:
STREET 1: 23 AVENUE MONTEREY
CITY: LUXEMBOURG
STATE: N4
ZIP: L-2163
BUSINESS PHONE: 352260953524
MAIL ADDRESS:
STREET 1: 23 AVENUE MONTEREY
CITY: LUXEMBOURG
STATE: N4
ZIP: L-2163
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Furniture Investments Management S.a r.l
CENTRAL INDEX KEY: 0001819514
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12907
FILM NUMBER: 21503149
BUSINESS ADDRESS:
STREET 1: 23, AVENUE MONTEREY
CITY: LUXEMBOURG
STATE: N4
ZIP: L-2163
BUSINESS PHONE: 352 260953 525
MAIL ADDRESS:
STREET 1: 23, AVENUE MONTEREY
CITY: LUXEMBOURG
STATE: N4
ZIP: L-2163
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Furniture Investments Acquisitions S.C.S.
CENTRAL INDEX KEY: 0001819506
STATE OF INCORPORATION: N4
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12907
FILM NUMBER: 21503150
BUSINESS ADDRESS:
STREET 1: 23 AVENUE MONTEREY
CITY: LUXEMBOURG
STATE: N4
ZIP: L-2163
BUSINESS PHONE: 352260953526
MAIL ADDRESS:
STREET 1: 23 AVENUE MONTEREY
CITY: LUXEMBOURG
STATE: N4
ZIP: L-2163
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Investindustrial VII L.P.
CENTRAL INDEX KEY: 0001770729
STATE OF INCORPORATION: X0
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12907
FILM NUMBER: 21503151
BUSINESS ADDRESS:
STREET 1: 16 PALACE STREET
CITY: LONDON
STATE: X0
ZIP: SW1E 5JD
BUSINESS PHONE: 44 (0) 20 7664 2121
MAIL ADDRESS:
STREET 1: 16 PALACE STREET
CITY: LONDON
STATE: X0
ZIP: SW1E 5JD
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Investindustrial Advisors Ltd
CENTRAL INDEX KEY: 0001819696
STATE OF INCORPORATION: X0
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12907
FILM NUMBER: 21503152
BUSINESS ADDRESS:
STREET 1: 16 PALACE STREET
CITY: LONDON
STATE: X0
ZIP: SW1E 5JD
BUSINESS PHONE: 44 20 7664 2121
MAIL ADDRESS:
STREET 1: 16 PALACE STREET
CITY: LONDON
STATE: X0
ZIP: SW1E 5JD
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: KNOLL INC
CENTRAL INDEX KEY: 0001011570
STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FURNITURE & FIXTURES [2590]
IRS NUMBER: 133873847
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1235 WATER ST
CITY: EAST GREENVILLE
STATE: PA
ZIP: 18041
BUSINESS PHONE: 2156797991
MAIL ADDRESS:
STREET 1: 1235 WATER STREET
CITY: EAST GREENVILLE
STATE: PA
ZIP: 18041
4
1
form4.xml
FORM 4
X0306
4
2020-12-31
0001011570
KNOLL INC
KNL
0001819517
Global Furniture Holdings S.a r.l
RUE AVENUE MONTEREY, 23
LUXEMBOURG
N4
2163
LUXEMBOURG
true
0001819518
Global Furniture Investments S.a r.l.
23, AVENUE MONTEREY
LUXEMBOURG
N4
L-2163
LUXEMBOURG
true
0001819515
Furniture Investments Sarl
RUE AVENUE MONTEREY, 23
LUXEMBOURG
N4
2163
LUXEMBOURG
true
0001819514
Furniture Investments Management S.a r.l
RUE AVENUE MONTEREY, 23
LUXEMBOURG
N4
2163
LUXEMBOURG
true
0001819506
Furniture Investments Acquisitions S.C.S.
RUE AVENUE MONTEREY, 23
LUXEMBOURG
N4
2163
LUXEMBOURG
true
0001770729
Investindustrial VII L.P.
16 PALACE STREET
LONDON
X0
SW1E 5JD
UNITED KINGDOM
true
0001819696
Investindustrial Advisors Ltd
16 PALACE STREET
LONDON
X0
SW1E 5JD
UNITED KINGDOM
true
Series A Preferred Stock
2020-12-31
4
J
0
1861
A
Common Stock
111104
9987104
I
See footnotes
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.
On December 31, 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 1,861 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 165,423 shares of Series A Preferred Stock, initially convertible into 9,876,000 shares of Common Stock.
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.
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.
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.
The filing of this Form 4 shall not be construed as an admission that any of the above-listed entities is the beneficial owner of any securities covered by this Form 4.
/s/ Abdelkader Derrouiche, Manager of Global Furniture Holdings S.a r.l.
2021-01-04
/s/Abdelkader Derrouiche, Manager of Furniture Investments S.a.r.l
2021-01-04
/s/ Abdelkader Derrouiche, Manager of Furniture Investments Management S.a.r.l., the General Partner of Furniture Investments Acquisition S.C.S.
2021-01-04
/s/ Abdelkader Derrouiche, Manager of Furniture Investments Management S.a r.l.
2021-01-04
/s/ Abdelkader Derrouiche, Manager of Global Furniture Investment S.a r.l.
2021-01-04
/s/ Rajeev Menon, Director of Investindustrial Advisors Limited, the Investment Manager of Investindustrial VII L.P.
2021-01-04
/s/ Rajeev Menon, Director of Investindustrial Advisors Limited
2021-01-04