Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Anderson John S.
  2. Issuer Name and Ticker or Trading Symbol
Knowles Corp [KN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior VP & CFO
(Last)
(First)
(Middle)
C/O KNOWLES CORPORATION, 1151 MAPLEWOOD DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
03/07/2014
(Street)

ITASCA, IL 60143
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock 03/07/2014   A   24,906 A $ 0 24,906 D  
Common Stock               93 (1) I By 401(k) Plan

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Underlying Securities
(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 of Derivative Security: 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
Stock Option (right to buy) $ 29.53 03/07/2014   A   33,333     (2) 03/05/2021 Common Stock 33,333 $ 0 33,333 D  
Stock Option (right to buy) $ 29.53 03/07/2014   A   37,333     (3) 03/05/2021 Common Stock 37,333 $ 0 37,333 D  
Stock Appreciation Right $ 21.77 03/07/2014   A   33,086   02/09/2015 02/09/2022 Common Stock 33,086 $ 0 33,086 D  
Stock Appreciation Right $ 23.92 03/07/2014   A   30,099   02/15/2016 02/14/2023 Common Stock 30,099 $ 0 30,099 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Anderson John S.
C/O KNOWLES CORPORATION
1151 MAPLEWOOD DRIVE
ITASCA, IL 60143
      Senior VP & CFO  

Signatures

 /s/ Joseph W. Schmidt, as attorney-in-fact   03/11/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) These shares were received on February 28, 2014 in a distribution exempt from reporting.
(2) These options vest in equal parts on the third and fourth anniversaries of March 7, 2014.
(3) These options vest in equal parts on March 9, 2015, March 7, 2016 and March 7, 2017.

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