| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
KIMBALL INTERNATIONAL INC [ KBAL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/01/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| CLASS B COMMON STOCK | 06/01/2023 | D | 99,954 | D | (1)(2) | 0 | D | |||
| CLASS B COMMON STOCK | 06/01/2023 | D | 2,004 | D | (1)(2) | 0 | I | SPOUSE | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| RESTRICTED STOCK UNITS | (3) | 06/01/2023 | D | 9,279 | (3) | (3) | CLASS B COMMON STOCK | 9,279 | (3) | 0 | D | ||||
| RESTRICTED STOCK UNITS | (4) | 06/01/2023 | D | 26,435 | (4) | (4) | CLASS B COMMON STOCK | 26,435 | (4) | 0 | D | ||||
| RESTRICTED STOCK UNITS | (5) | 06/01/2023 | D | 15,114 | (5) | (5) | CLASS B COMMON STOCK | 15,114 | (5) | 0 | D | ||||
| Explanation of Responses: |
| 1. On June 1, 2023, pursuant to the Agreement and Plan of Merger, dated as of March 7, 2023 (the "Merger Agreement"), by and among Kimball International, Inc. ("Kimball"), HNI Corporation ("HNI") and Ozark Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into Kimball (the "Merger"), with Kimball surviving the Merger as a wholly-owned subsidiary of HNI. |
| 2. Pursuant to the Merger Agreement, each share of Kimball common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive (A) $9.00 in cash, without interest (the "Cash Consideration"), and (B) 0.1301 (the "Exchange Ratio") of a share of HNI common stock, par value $1.00. On May 31, 2023 (the last full trading day prior to the Merger), the closing price of one share of HNI common stock was $25.50. |
| 3. At the effective time of the Merger, each outstanding Kimball restricted stock unit award that was not subject to performance vesting conditions and that was scheduled to vest on June 30, 2023, at the effective time of the Merger, vested and was cancelled and converted into the right to receive from HNI (shortly following the effective time of the Merger), in respect of each share of Kimball common stock subject to such vesting tranche, an amount of cash (without any interest thereon and subject to applicable withholding taxes) equal to the sum of (x) the Cash Consideration plus the dividend equivalents that have accrued thereon, and (y) the Parent Share Price multiplied by the Exchange Ratio. |
| 4. At the effective time of the Merger, each outstanding Kimball restricted stock unit award that is not subject to performance vesting conditions was assumed by HNI and thereafter constitutes a restricted stock unit award with respect to a number of shares of HNI common stock, determined by multiplying (i) each share of Kimball common stock subject to such Kimball restricted stock unit award by (ii) the sum of (A) the Exchange Ratio and (B) the quotient of the sum of the Cash Consideration plus the dividend equivalents accrued thereon, divided by $26.59, the volume weighted average price per share of HNI common stock on the New York Stock Exchange for the ten consecutive trading days ending the two trading days prior to the closing of the Merger as reported by Bloomberg, L.P. (such price, the ?Parent Share Price?). |
| 5. At the effective time of the Merger, each outstanding Kimball restricted stock unit award subject to performance-based vesting, (i) if such vesting was based on relative total shareholder return, the award vested at a pro rata portion of the target amount based on the portion of the performance cycle then completed, and (ii) if such vesting was based on earnings per share, the award vested at the target amount, and, in each such case of performance-based vesting restricted stock units, the full award was automatically be cancelled and converted into the right to receive from HNI (shortly following the effective time of the Merger), in respect of each share of Kimball common stock subject to the vested portion of such cancelled award, an amount of cash (without any interest thereon and subject to applicable withholding taxes), equal to the sum of (i) the Cash Consideration, plus (ii) the Parent Share Price multiplied by the Exchange Ratio. |
| Remarks: |
| Mark W. Johnson, Attorney-in-Fact | 06/01/2023 | |
| ** 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 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||