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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Niew Jeffrey
  2. Issuer Name and Ticker or Trading Symbol
Knowles Corp [KN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO
(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   101,206 A $ 0 101,206 D  
Common Stock               153 (1) I By 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)

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   177,778     (2) 03/05/2021 Common Stock 177,778 $ 0 177,778 D  
Stock Option (right to buy) $ 29.53 03/07/2014   A   133,333     (3) 03/05/2021 Common Stock 133,333 $ 0 133,333 D  
Stock Appreciation Right $ 14.28 03/07/2014   A   56,050   03/07/2014 02/11/2020 Common Stock 56,050 $ 0 56,050 D  
Stock Appreciation Right $ 22.17 03/07/2014   A   36,093   03/07/2014 02/10/2021 Common Stock 36,093 $ 0 36,093 D  
Stock Appreciation Right $ 21.77 03/07/2014   A   82,710   02/09/2015 02/09/2022 Common Stock 82,710 $ 0 82,710 D  
Stock Appreciation Right $ 23.92 03/07/2014   A   75,254   02/15/2016 02/14/2023 Common Stock 75,254 $ 0 75,254 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Niew Jeffrey
C/O KNOWLES CORPORATION
1151 MAPLEWOOD DRIVE
ITASCA, IL 60143
  X     President & CEO  

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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.