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Knowles Corp Proxy Solicitation & Information Statement 2019

Apr 8, 2019

31674_psi_2019-04-08_40d33765-bc49-4478-8ccf-863838fbc92d.zip

Proxy Solicitation & Information Statement

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DFAN14A 1 p19-0956dfan14a.htm KNOWLES CORPORATION

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ¨

Filed by a Party other than the Registrant þ

Check the appropriate box:

Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
þ Soliciting Material Under Rule 14a-12

Knowles Corporation

(Name of Registrant as Specified In Its Charter)

Caligan Partners LP

Caligan Partners CV I LP

David Johnson

Samuel J. Merksamer

Falcon Edge Capital, LP

Falcon Edge Global Master Fund, LP

Moraine Master Fund, LP

Richard Gerson

Jonathan Christodoro

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Field: Page; Sequence: 1

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Payment of Filing Fee (check the appropriate box):

þ No fee required.
Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:

☐ Fee paid previously with preliminary materials.

filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:

Field: Page; Sequence: 2

Field: /Page

On April 8, 2019, Caligan Partners LP and Falcon Edge Capital, LP issued a letter to stockholders of Knowles Corporation in the form of a press release (the “ Press Release ”). A copy of the Press Release is attached herewith as Exhibit 99.1 .