Knowles Corp — Director's Dealing 2016

Feb 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Knowles Corp (KN)
CIK: 0001587523
Period of Report: 2016-02-17

Reporting Person: Walker Gordon A. (President, Acoustics)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-17	Common Stock	A	12704	—	Acquired	33725	Direct
2016-02-17	Common Stock	F	949	$11.02	Disposed	32776	Direct
2016-02-18	Common Stock	P	9000	$10.8689	Acquired	41776	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-17	Stock Option (Right to Buy)	$11.02	A	55851	Acquired	2023-02-16	Common Stock (55851)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	237	Indirect

Footnotes

F1: Restricted stock granted under the Knowles Corporation 2014 Equity and Cash Incentive Plan that vests ratably over three years commencing on the first anniversary of the award.

F2: These shares represent the payment of the tax liability by withholding securities incident to the vesting of a restricted stock grant issued in accordance with Rule 16b-3.

F3: The price reported in Column 4 is the weighted average price. These shares were purchased in multiple transactions at prices ranging from $10.815 to $10.9186, inclusive.

F4: Option granted under the Knowles Corporation 2014 Equity and Cash Incentive Plan that vests ratably over three years commencing on the first anniversary of the award.