| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D | |
| INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. __)* | |
|
Knowles Corporation | |
| (Name of Issuer) | |
|
Common Stock, par value $0.01 per share | |
| (Title of Class of Securities) | |
|
49926D109 | |
| (CUSIP Number) | |
| David Johnson | |
| Samuel J. Merksamer | |
| Caligan Partners LP | |
| 520 Madison Avenue | |
| New York, NY 10022 | |
| (646) 859-8204 | |
| Mark Cho | |
| Falcon Edge Capital, LP | |
| 660 Madison Avenue, 19th Floor | |
| New York, NY 10065 | |
| Eleazer Klein, Esq. | |
| Schulte Roth & Zabel LLP | |
| 919 Third Avenue | |
| New York, NY 10022 | |
|
(212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
|
February 27, 2019 | |
| (Date of Event Which Requires Filing of This Statement) | |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 15 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 49926D109 | SCHEDULE 13D | Page 2 of 15 Pages |
| 1 |
NAME OF REPORTING PERSON Caligan Partners LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) þ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- | ||
| 8 |
SHARED VOTING POWER 2,030,328 shares of Common Stock | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER 2,030,328 shares of Common Stock | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,030,328 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.3% | |||
| 14 |
TYPE OF REPORTING PERSON IA, PN | |||
| CUSIP No. 49926D109 | SCHEDULE 13D | Page 3 of 15 Pages |
| 1 |
NAME OF REPORTING PERSON David Johnson | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) þ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- | ||
| 8 |
SHARED VOTING POWER 2,030,328 shares of Common Stock | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER 2,030,328 shares of Common Stock | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,030,328 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.3% | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 49926D109 | SCHEDULE 13D | Page 4 of 15 Pages |
| 1 |
NAME OF REPORTING PERSON Samuel J. Merksamer | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) þ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- | ||
| 8 |
SHARED VOTING POWER 2,030,328 shares of Common Stock | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER 2,030,328 shares of Common Stock | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,030,328 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.3% | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 49926D109 | SCHEDULE 13D | Page 5 of 15 Pages |
| 1 |
NAME OF REPORTING PERSON Falcon Edge Capital, LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) þ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- | ||
| 8 |
SHARED VOTING POWER 4,045,343 shares of Common Stock | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER 4,045,343 shares of Common Stock | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 4,045,343 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% | |||
| 14 |
TYPE OF REPORTING PERSON IA, PN | |||
| CUSIP No. 49926D109 | SCHEDULE 13D | Page 6 of 15 Pages |
| 1 |
NAME OF REPORTING PERSON Richard Gerson | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) þ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- | ||
| 8 |
SHARED VOTING POWER 4,045,343 shares of Common Stock | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER 4,045,343 shares of Common Stock | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 4,045,343 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 49926D109 | SCHEDULE 13D | Page 7 of 15 Pages |
| Item 1. | SECURITY AND ISSUER |
| This statement on Schedule 13D (the "Schedule 13D") relates to the shares of the Common Stock, par value $0.01 per share (the "Common Stock"), of Knowles Corporation, a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are located at 1151 Maplewood Drive, Itasca, Illinois 60143. | |
| Item 2. | IDENTITY AND BACKGROUND |
| (a) | This statement is filed by: |
| (i) Caligan Partners LP, a Delaware limited partnership ("Caligan"), the investment manager of certain affiliated funds (the "Caligan Funds") and managed accounts (the "Caligan Accounts"), with respect to the shares of Common Stock held by the Caligan Funds and the Caligan Accounts; | |
| (ii) David Johnson, a Partner of Caligan and a Managing Member of Caligan Partners GP LLC, the general partner of Caligan ("Mr. Johnson"), with respect to the shares of Common Stock held by the Caligan Funds and the Caligan Accounts; | |
| (iii) Samuel J. Merksamer, a Partner of Caligan and a Managing Member of Caligan Partners GP LLC, the general partner of Caligan ("Mr. Merksamer," and together with Caligan and Mr. Johnson, the "Caligan Parties") with respect to the shares of Common Stock held by the Caligan Funds and the Caligan Accounts; | |
| (iv) Falcon Edge Capital, LP, a Delaware limited partnership ("Falcon Edge"), the investment manager of certain affiliated funds (the "Falcon Edge Funds"), and managed accounts (the "Falcon Edge Accounts"), with respect to the shares of Common Stock held by the Falcon Edge Funds and the Falcon Edge Accounts; and | |
| (v) Richard Gerson, the Chairman and Chief Investment Officer of Falcon Edge and the sole director of Falcon Edge (Cayman) GP, Ltd., which indirectly controls Falcon Edge ("Mr. Gerson" and together with Falcon Edge, the "Falcon Edge Parties"), with respect to the shares of Common Stock held by the Falcon Edge Funds and the Falcon Edge Accounts. | |
| Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Caligan and Falcon Edge are parties to that certain Group Agreement, as further described in Items 4 and 6. The Reporting Persons are hereby filing a joint Schedule 13D. | |
| (b) | The principal business address of each of the Caligan Parties is 520 Madison Avenue, New York, New York 10022. The principal business address of each of Falcon Edge Parties is 660 Madison Avenue, 19th Floor, New York, New York 10065. |
| CUSIP No. 49926D109 | SCHEDULE 13D | Page 8 of 15 Pages |
| (c) | The principal business of each of Caligan and Messrs. Johnson and Merksamer is investment management. The principal business of each of Falcon Edge and Mr. Gerson is investment management. |
| (d) | None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. |
| (f) | Caligan and Falcon Edge are each a Delaware limited partnership. Mr. Johnson, Mr. Merksamer and Mr. Gerson are each United States citizens. |
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| The Caligan Parties used a total of approximately $29,340,520 to acquire the Common Stock reported in this Schedule 13D as beneficially owned by the Caligan Parties. | |
| The source of the funds used to acquire the Common Stock reported herein as beneficially owned by the Caligan Parties was the working capital of the Caligan Funds and the Caligan Accounts and margin borrowings described in the following sentence. Such shares of Common Stock are held by the Caligan Accounts in commingled margin accounts, which may extend margin credit to the Caligan Accounts from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker's call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the shares of Common Stock held by the Caligan Accounts. | |
| The Falcon Edge Parties used a total of approximately $60,366,808 to acquire the Common Stock reported in this Schedule 13D as beneficially owned by the Falcon Edge Parties. | |
| The source of the funds used to acquire the Common Stock reported herein as beneficially owned by the Falcon Edge Parties was the working capital of the Falcon Edge Funds and the Falcon Edge Accounts and margin borrowings described in the following sentence. Some of such shares of Common Stock are held by the Falcon Edge Funds in commingled margin accounts, which may extend margin credit to Falcon Edge from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker's call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the shares of Common Stock held by the Falcon Edge Funds. |
| CUSIP No. 49926D109 | SCHEDULE 13D | Page 9 of 15 Pages |
| Item 4. | PURPOSE OF TRANSACTION |
| Each of the Caligan Parties and the Falcon Edge Parties acquired the Common Stock to which this Schedule 13D relates for investment purposes in the ordinary course of their respective businesses. Each of the Caligan Parties and the Falcon Edge Parties acquired the Common Stock because each believed that the Common Stock reported herein, when purchased, represented an attractive investment opportunity. | |
| On January 8, 2019, Caligan and Falcon Edge entered into a Group Agreement (the "Group Agreement"), which is summarized further in Item 6 below. | |
| An affiliate of Caligan submitted to the Issuer a notice on January 30, 2019, which was updated by a supplement submitted to the Issuer on March 11, 2019 (as supplemented, the "Notice"), which Notice informed the Issuer of its intention, on behalf Caligan and Falcon Edge, to nominate two individuals—Mr. Merksamer and Jonathan Christodoro, a Partner of Patriot Global Management, LP, an affiliate of Falcon Edge ("Mr. Christodoro") (collectively, the "Nominees")—for election to the Board of Directors of the Issuer (the "Board") at the 2019 annual meeting of stockholders of the Issuer. | |
| The Reporting Persons may consider, explore and/or develop plans and/or make proposals (whether preliminary or firm) with respect to, among other things, the Notice and potential changes in the Issuer's operations, management, organizational documents, Board composition, ownership, capital or corporate structure, sale transactions, dividend policy, and strategy and plans. The Reporting Persons intend to communicate with the Issuer's management and Board about, and may enter into negotiations with them regarding, the foregoing and a broad range of operational and strategic matters and to communicate with other shareholders or other third parties regarding the Issuer. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements which may contain customary standstill provisions. The Reporting Persons may change their intentions with respect to any and all matters referred to in this item 4. They may also take steps to explore and prepare for various plans and actions, and propose transactions, before forming an intention to engage in such plans or actions or proceed with such transactions. |
| CUSIP No. 49926D109 | SCHEDULE 13D | Page 10 of 15 Pages |
| The Reporting Persons intend to review their investment in the Issuer on a continuing basis and depending upon various factors, including without limitation, the Issuer's financial position and strategic direction, the outcome of any discussions referenced above, overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer, including through transactions involving the Common Stock and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer in the open market or in private transactions, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or hedge their economic exposure to the Common Stock without affecting their beneficial ownership of the Common Stock. In addition, the Reporting Persons may, at any time and from time to time, (i) review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D. | |||
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER | ||
| (a) | See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of and percentages of the shares of Common Stock beneficially owned by each Reporting Person. The percentages set forth in this Schedule 13D are based upon 90,216,613 shares of Common Stock outstanding as of February 14, 2019, as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the Securities and Exchange Commission on February 19, 2019. | ||
| By virtue of the Group Agreement, the Reporting Persons may be deemed to have formed a "group" within the meaning of Section 13(d)(3) of the Act and the "group" may be deemed to beneficially own an aggregate of 6,075,671 shares of Common Stock, representing approximately 6.7% of the outstanding shares of Common Stock. Each of the Caligan Parties expressly disclaims beneficial ownership of the shares of Common Stock beneficially owned by each of the Falcon Edge Parties. Each of the Falcon Edge Parties expressly disclaims beneficial ownership of the shares of Common Stock beneficially owned by each of the Caligan Parties. | |||
| (b) | See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. | ||
| CUSIP No. 49926D109 | SCHEDULE 13D | Page 11 of 15 Pages |
| (c) | Information concerning transactions in the shares of Common Stock effected by the Reporting Persons during the past sixty days is set forth in Annex A hereto and is incorporated herein by reference. All of the transactions in the shares of Common Stock listed therein were effected in the open market through various brokerage entities. |
| (d) | No person (other than the Reporting Persons, the Caligan Funds, the Caligan Accounts, the Falcon Edge Funds and the Falcon Edge Accounts as applicable) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein. |
| (e) | Not applicable. |
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
| On January 8, 2019, Caligan and Falcon Edge entered into the Group Agreement, pursuant to which the parties agreed, among other things, that (a) neither party would acquire or dispose of any shares of Common Stock or other interests in respect of such shares (including any derivative or swap interests; collectively, "Corporation Securities") without prior notice to the other party; and (b) that the following matters require the mutual agreement of the parties: (i) the selection and nomination of one or more individuals to serve as directors of the Issuer; (ii) the making any proposals to the Issuer regarding the conduct of its business or corporate governance matters; (iii) seeking to influence the management, directors, governing instruments, stockholders, policies or affairs of the Issuer; (iv) the conduct of any proxy contest, consent solicitation or similar actions involving the Issuer; (v) communications with the Issuer; (vi) public disclosures and statements relating to the Issuer; (vii) the admission of additional members to the group; and (vii) entering into any agreement, arrangement or understanding with any person in connection with Corporation Securities. This description of the Group Agreement is qualified in its entirety by reference to the full text of the Group Agreement, which is attached hereto as Exhibit A and is incorporated by reference herein. | |
| On January 30, 2019, Caligan and Mr. Christodoro entered into an agreement (the "Nominee Agreement") whereby, among other things, Mr. Christodoro agreed to become a member of a slate of nominees and stand for election as a director of the Issuer in connection with a proxy solicitation which may be conducted by Caligan and/or its affiliates in respect of the 2019 annual meeting of stockholders of the Issuer. Mr. Christodoro also agreed to consult with Caligan regarding any purchase of securities of the Issuer and agreed not to dispose of any such securities prior to the termination of the Nominee Agreement without the prior consent of Caligan. This description of the Nominee Agreement is qualified in its entirety by reference to the full text of the Nominee Agreement, which is attached hereto as Exhibit B and is incorporated by reference herein. |
| CUSIP No. 49926D109 | SCHEDULE 13D | Page 12 of 15 Pages |
| The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached hereto as Exhibit C and is incorporated herein by reference. |
| Item 7. | MATERIAL TO BE FILED AS EXHIBITS |
| Exhibit A: | Group Agreement |
| Exhibit B: | Nominee Agreement |
| Exhibit C: | Joint Filing Agreement, dated March 11, 2019 |
| CUSIP No. 49926D109 | SCHEDULE 13D | Page 13 of 15 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 11, 2019
| CALIGAN PARTNERS LP | ||
| By: | /s/ Samuel J. Merksamer | |
| Name: | Samuel J. Merksamer | |
| Title: | Partner | |
| /s/ David Johnson | ||
| DAVID JOHNSON | ||
| /s/ Samuel J. Merksamer | ||
| SAMUEL J. MERKSAMER | ||
| FALCON EDGE CAPITAL, LP | ||
| By: | /s/ Richard Gerson | |
| Name: | Richard Gerson | |
| Title: | Chairman and Chief Investment Officer | |
| /s/ Richard Gerson | ||
| RICHARD GERSON | ||
| CUSIP No. 49926D109 | SCHEDULE 13D | Page 14 of 15 Pages |
Annex A
Transactions in the Shares of Common Stock of the Issuer During the Past 60 Days
The following tables set forth all transactions in the shares of Common Stock effected in the past sixty days by the Reporting Persons. Except as noted below, all such transactions were effected in the open market through brokers and the price per share is net of commissions.
The Caligan Parties
| Trade Date | Shares Purchased (Sold) | Price Per Share ($) |
| 1/10/2019 | 292,531 | 13.50 |
| 1/11/2019 | 74,983 | 13.64 |
| 1/14/2019 | 75,246 | 13.45 |
| 1/15/2019 | 45,050 | 13.37 |
| 1/16/2019 | 93,465 | 13.49 |
| 1/17/2019 | 120,892 | 13.89 |
| 1/18/2019 | 93,663 | 14.16 |
| 1/22/2019 | 255,566 | 13.97 |
| 1/23/2019 | 326,663 | 14.12 |
| 1/29/2019 | 90,909 | 15.05 |
| 1/30/2019 | 20,000 | 15.29 |
| 1/31/2019 | 20,000 | 15.51 |
| 2/1/2019 | 20,000 | 15.54 |
| 2/4/2019 | 20,000 | 15.52 |
| 2/5/2019 | 20,000 | 15.69 |
| 2/6/2019 | 22,159 | 15.82 |
| 2/7/2019 | 20,000 | 15.69 |
| 2/8/2019 | 75,000 | 15.97 |
| 2/27/2019 | 183,600 | 16.29 |
| 2/28/2019 | 75,996 | 16.24 |
| 3/1/2019 | 274 | 16.40 |
The Falcon Edge Parties
| Trade Date | Shares Purchased (Sold) | Price Per Share ($) |
| 1/10/2019 | 387,988 | 13.50 |
| 1/11/2019 | 99,451 | 13.64 |
| 1/14/2019 | 99,801 | 13.45 |
| 1/15/2019 | 59,750 | 13.37 |
| 1/16/2019 | 123,964 | 13.49 |
| 1/17/2019 | 160,340 | 13.89 |
| 1/18/2019 | 124,227 | 14.16 |
| 1/22/2019 | 338,962 | 13.97 |
| 1/23/2019 | 433,258 | 14.12 |
| 1/24/2019 | 8,103 | 14.24 |
| CUSIP No. 49926D109 | SCHEDULE 13D | Page 15 of 15 Pages |
| 1/25/2019 | 84,156 | 14.60 |
| 1/28/2019 | 150,000 | 14.87 |
| 1/29/2019 | 409,091 | 15.05 |
| 1/30/2019 | 20,000 | 15.29 |
| 1/31/2019 | 20,000 | 15.51 |
| 2/1/2019 | 20,000 | 15.54 |
| 2/4/2019 | 20,000 | 15.52 |
| 2/5/2019 | 20,000 | 15.69 |
| 2/6/2019 | 22,158 | 15.82 |
| 2/7/2019 | 20,000 | 15.69 |
| 2/8/2019 | 75,000 | 15.97 |
| 2/27/2019 | 275,400 | 16.29 |
| 2/28/2019 | 113,994 | 16.24 |
| 3/1/2019 | 224,050 | 16.37 |
| 3/4/2019 | 227,950 | 16.22 |
| 3/5/2019 | 130,000 | 16.26 |
| 3/6/2019 | 221,000 | 16.13 |
| 3/7/2019 | 156,700 | 15.91 |
EXHIBIT A
Group Agreement
THIS AGREEMENT, dated as of January 8, 2019 (the "Effective Date"), is by and between Caligan Partners, LP ("Caligan") and Falcon Edge Capital, LP ("Falcon Edge") (each, a "Party" and, collectively, the "Parties").
WHEREAS, the Parties desire to coordinate or provide notice of certain efforts with respect to Knowles Corp. (the ''Company"), shares of its common stock or other interests in respect of such shares (including any derivative or swap interests) (collectively, "Company Securities") by the Parties, their respective controlled affiliates, and any investment funds, managed accounts or other investment vehicles managed or advised by the Parties or their respective controlled affiliates (such controlled affiliates and vehicles are referred to as each Party's "Covered Entities'').
NOW, THEREFORE, in consideration of the covenants and agreements set forth in this agreement, and for other good and valuable consideration the receipt and sufficiency of which are acknowledged, and intending to be legally bound, the Parties agree as follows:
Purchase and Sale of Securities. From and after the Effective Date and subject to the further terms hereof, neither Caligan nor Falcon Edge shall, directly or indirectly, including, without limitation, through any of their respective Covered Entities, purchase, sell, pledge or otherwise acquire or dispose of any Company Securities without prior notice to the other Party (except that no such prior notice is required in connection with pledging as it relates to customary margin or similar requirements). Either Party may sell all or part of its Company Securities during the tern1 of this Agreement. To the extent that Caligan and Falcon Edge are acquiring securities at the same time or selling securities at the same time they will coordinate in a manner acceptable to both parties.
Coordinated Activities. The following matters shall require the mutual agreement of the Parties: (i) the selection and nomination of one or more individuals to serve as directors of the Company; (ii) the making, revising or withdrawing of any proposals to the Company regarding the conduct of its business, corporate governance matters, corporate transactions or otherwise; (iii) seeking to control, advise, change or influence the management, directors, governing instruments, stockholders, policies or affairs of the Company; (iv) the conduct of any proxy contest, consent solicitation or similar actions involving the Company, including, without limitation, the engagement of any advisors with respect thereto; (v) the manner, form, content and timing of any communications with the Company; (vi) the manner, form, content and timing of any public disclosures, public statements or other communications relating to the Company, the Company Securities, this agreement or the activities contemplated by this agreement (except that, if such disclosure, statement or communication is required by law, regulation or fund documentation applicable to a Party, such Party may make such required disclosure, statement or other communication without the agreement of the other Party, provided that such Party has provided prior notice thereof to the other Party); (vii) the admission of any additional members
to any group (within the meaning of Section 13 of the Exchange Act(as defined below)) with respect to the Company Securities and including the Parties, whether formed by this agreement or otherwise; and (viii) entering into any agreement, arrangement or understanding with any person (other than a Covered Entity) in connection with the holding, voting or disposition of Company Securities. The Parties will consult with each other in connection with voting of any Company Securities.
Expenses. Each Party will bear its own expenses in connection with this agreement, except as otherwise mutually agreed, other than the costs associated with the conduct of a proxy contest, consent solicitation or similar actions involving the Company or settlement thereof which shall be split by the parties pro-rata based on the number of shares owned by each party.
Regulatory Reporting. In accordance with Rule 13d-1(k)(l)(iii) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of the Parties agrees to the joint filing on their behalf of the information required by Schedule 13D (or any amendment thereof) if any such filing becomes required at any time. Each Party shall be responsible for the accuracy and completeness of its own disclosure, and shall not be responsible for the accuracy or completeness of the information concerning the other Party. The Parties shall cooperate in connection with any other regulatory filing that may be required to be mode in connection with the matters contemplated by this Agreement.
Termination. This agreement will terminate at 11:59 p.m. (New York time) on the second anniversary of the Effective Date, unless earlier terminated by the mutual written agreement of the Parties, or any time after the 2019 Annual Meeting of Knowles Corp by the written notice of one Party to the other Party. In the event of termination, the Parties shall cooperate to take such actions as may be necessary or required publicly to disclose such termination and/or the consequences thereof, including, without limitation, amending any prior filings under the Exchange Act concerning the Company, Company Securities and/or the relationship of Caligan and Falcon Edge. Sections 3 and 9 shall survive any termination of this agreement.
Relationship of the Parties. Nothing in this agreement shall be cons trued as creating (including, without limitation, for U.S. income tax purposes) any agency relationship, nor s hall either Party, except as expressly set forth in this agreement, (i) have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other Party or (ii) have any fiduciary or other duties to the other Party.
Notices. All notices permitted or required hereunder shall be in writing and delivered personally or sent by overnight express mail or courier or sent by electronic mail to the other Party at the address below (or at such other address as a Party shall design ate in writing to the other Party in the manner specified herein) and shall be effective at the earlier of the date received or, if by electronic mail, upon sender's receipt of electronic confirmation of receipt if within normal business hours at the place notice was sent or, if thereafter, on the following business day.
If intended for Caligan:
Samuel Merksamer
520 Madison Ave
New York, NY I0022
sm@caliganpartners.com
If intended for Falcon Edge:
Mark Cho
660 Madison Ave, 19th Floor
New York, NY 10065
mcho@falconedgecap.com
Copy to: jchrjstodoro@patriotgm.com
Further Assurances. Each Party hereby agrees to execute and deliver, or cause to be executed and delivered, such other documents, instruments and agreements, and take such other actions consistent with the terms of this agreement us may be reasonably necessary in order to accomplish the transactions contemplated by this agreement.
Miscellaneous. This agreement (i) shall be governed by and construed in accordance with the laws of the State of New York, (ii) may not be assigned, amended, waived or modified except by a writing signed by each Party, (iii) may be executed in counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument, (iv) is solely for the benefit of the Parties hereto and no other person shall have any rights hereunder and (v) represents the entire agreement between the Parties with respect to the subject matter of this agreement. For purposes of this agreement, the terms "beneficially own" or "beneficial ownership" with respect to any securities shall mean having "beneficial ownership" of such securities as determined pursuant to Rule 13d-3 under the Exchange Act.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above.
| CALIGAN PARTNERS, LP | ||
| By: | /s/ Samuel Merksamer | |
| Name: | Samuel Merksamer | |
| Title: | Partner | |
| FALCON EDGE CAPITAL, LP | ||
| By: | /s/ Mark Cho | |
| Name: | Mark Cho | |
| Title: | General Counsel | |
EXHIBIT B
Nominee Agreement
1. This Nominee Agreement (the "Agreement") is by and between Caligan Partners, L.P. ("Caligan," "we" or "us") and Jonathan Christodoro ("you").
2. You agree that you are willing, should we so elect, to become a member of a slate of nominees (the "Slate") of a Caligan affiliate (the "Nominating Party"), which nominees shall stand for election as directors of Knowles Corporation (the "Corporation") in connection with a proxy solicitation (the "Proxy Solicitation") to be conducted in respect of the 2019 annual meeting of stockholders of the Corporation (including any adjournment or postponement thereof or any special meeting held in lieu thereof, the "Annual Meeting") or appointment or election by other means. You further agree to serve as a director of the Corporation if so elected or appointed.
3. Caligan agrees on behalf of the Nominating Party that, so long as you actually serve on the Slate, Caligan will defend, indemnify and hold you harmless from and against any and all losses, claims, damages, penalties, judgments, awards, settlements, liabilities, costs, expenses and disbursements (including, without limitation, reasonable attorneys' fees, costs, expenses and disbursements) incurred by you in the event that you become a party, or are threatened to be made a party, to any civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal thereof, (i) relating to your role as a nominee for director of the Corporation on the Slate, or (ii) otherwise arising from or in connection with or relating to the Proxy Solicitation. Your right of indemnification hereunder shall continue after the Annual Meeting has taken place but only for events that occurred prior to the Annual Meeting and subsequent to the date hereof. Anything to the contrary herein notwithstanding, Caligan is not indemnifying you for any action taken by you or on your behalf that occurs prior to the date hereof or subsequent to the conclusion of the Proxy Solicitation or such earlier time as you are no longer a nominee on the Slate or for any actions taken by you as a director of the Corporation, if you are elected. Nothing herein shall be construed to provide you with indemnification (i) if you are found to have engaged in a violation of any provision of state or federal law in connection with the Proxy Solicitation, unless you demonstrate that your action was taken in good faith and in a manner you reasonably believed to be in or not opposed to the best interests of electing the Slate; (ii) if you acted in a manner that constitutes gross negligence or willful misconduct; or (iii) if you provided false or misleading information, or omitted material information, in the Questionnaires (as defined below) or otherwise in connection with the Proxy Solicitation. You shall promptly notify Caligan in writing in the event of any third-party claims actually made against you or known by you to be threatened if you intend to seek indemnification hereunder in respect of such claims. In addition, upon your delivery of notice with respect to any such claim, Caligan shall promptly assume control of the defense of such claim with counsel chosen by Caligan. Caligan shall not be responsible for any settlement of any claim against you covered by this indemnity without its prior written consent. However, Caligan may not enter into any settlement of any such claim without your consent unless such settlement includes (i) no admission of liability or guilt by you, and (ii) an unconditional release of you from any and all liability or obligation in respect of such claim. If you are required to enforce the obligations of Caligan in this agreement in a court of competent jurisdiction, or to recover damages for breach of this agreement, Caligan will
pay on your behalf, in advance, any and all expenses (including, without limitation, reasonable attorneys' fees, costs, expenses and disbursements) actually and reasonably incurred by you in such action, regardless of whether you are ultimately determined to be entitled to such indemnification or advancement of expenses.
4. You understand that it may be difficult, if not impossible, to replace a nominee who, such as yourself, has agreed to serve on the Slate and, if elected, as a director of the Corporation if such nominee later changes his mind and determines not to serve on the Slate or, if elected, as a director of the Corporation. Accordingly, Caligan is relying upon your agreement to serve on the Slate and, if elected, as a director of the Corporation. In that regard, you will be supplied with a questionnaire (the "Caligan Questionnaire") in which you will provide Caligan with information necessary for the Nominating Party to make appropriate disclosure to the Corporation and to use in creating the proxy solicitation materials to be sent to stockholders of the Corporation and filed with the Securities and Exchange Commission in connection with the Proxy Solicitation, and may in the future be supplied with a questionnaire from the Corporation for similar purposes (together with the Caligan Questionnaire, the "Questionnaires").
5. You agree that (i) upon request you will promptly complete, sign and return the Questionnaires, (ii) your responses in the Questionnaires will be true, complete and correct in all respects, and (iii) you will provide any additional information related to the Proxy Solicitation as may be reasonably requested by Caligan. In addition, you agree that you will execute and return a separate instrument confirming that you consent to being nominated for election as a director of the Corporation and, if elected, consent to serving as a director of the Corporation. Upon being notified that you have been chosen, we and the Nominating Party may forward your consent and completed Questionnaires (or summaries thereof), to the Corporation, and we and the Nominating Party may at any time, in our and their discretion, disclose the information contained therein, as well as the existence and contents of this Agreement. Furthermore, you understand that we may elect, at our expense, to conduct a background and reference check on you and you agree to complete and execute any necessary authorization forms or other documents required in connection therewith.
6. You further agree that (i) you will treat confidentially all information relating to the Proxy Solicitation which is non-public, confidential or proprietary in nature; (ii) you will not issue, publish or otherwise make any public statement or any other form of public communication relating to the Corporation or the Proxy Solicitation without the prior approval of Caligan; and (iii) you will not agree to serve, or agree to be nominated to stand for election by the Corporation or any other stockholder of the Corporation (other than Caligan and its affiliates), as a director of the Corporation without the prior approval of Caligan.
7. With respect to any purchases of securities of the Corporation, (i) you agree to consult with Caligan regarding such purchases and provide necessary information following such purchases so that we may comply with any applicable disclosure or other obligations which may result from such investment and (ii) Caligan or its affiliates shall prepare and complete any required disclosures including all regulatory filings related thereto at no cost to you. With respect to any purchases made pursuant to this paragraph you agree not to dispose of any such securities prior to the termination of this Agreement without the prior consent of Caligan.
8. Each of us recognizes that should you be elected or appointed to the Board all of your activities and decisions as a director will be governed by applicable law and subject to your fiduciary duties, as applicable, to the Corporation and to the stockholders of the Corporation and, as a result, that there is, and can be, no agreement between you and Caligan that governs the decisions which you will make as a director of the Corporation.
9. This Agreement shall automatically terminate on the earliest to occur of (i) the conclusion of the Annual Meeting, (ii) your election or appointment to the Board, (iii) the termination of the Proxy Solicitation or (iv) our election to not include you as part of the Slate, provided, however, that the second and third, Caligan's confidentiality obligations in the fifth, and the eighth, tenth and eleventh paragraphs of this Agreement shall survive such termination.
10. This Agreement sets forth the entire agreement between Caligan and you as to the subject matter contained herein, and cannot be amended, modified or terminated except by a writing executed by Caligan and you.
11. This Agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof. The parties agree to the exclusive jurisdiction of the state and federal courts of New York, New York, and waive, and agree not to plead or to make, any claim that any action or proceeding brought in the state and federal courts of New York, New York has been brought in an improper or inconvenient forum.
[Signature Page Follows]
Agreed to as of the date both parties have signed:
CALIGAN PARTNERS, L.P.
By: /s/ Samuel J. Merksamer
Name: Samuel J. Merksamer
Title: Partner
Date: January 30, 2019
JONATHAN CHRISTODORO:
By: /s/ Jonathan Christodoro
Name: Jonathan Christodoro
Date: January 30, 2019
E
EXHIBIT C
Joint Filing Agreement, dated March 11, 2019
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he, she or it knows that such information is inaccurate.
Dated: March 11, 2019
| CALIGAN PARTNERS LP | ||
| By: | /s/ Samuel J. Merksamer | |
| Name: | Samuel J. Merksamer | |
| Title: | Partner | |
| /s/ David Johnson | ||
| DAVID JOHNSON | ||
| /s/ Samuel J. Merksamer | ||
| SAMUEL J. MERKSAMER | ||
| FALCON EDGE CAPITAL, LP | ||
| By: | /s/ Richard Gerson | |
| Name: | Richard Gerson | |
| Title: | Chairman and Chief Investment Officer | |
| /s/ Richard Gerson | ||
| RICHARD GERSON | ||