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