MILLERKNOLL, INC. — Director's Dealing 2009

Aug 3, 2009

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: MILLER HERMAN INC (MLHR)
CIK: 0000066382
Period of Report: 2009-07-22

Reporting Person: Nemschoff Mark S. (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2041666	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Contingent Value Rights	$	2011-06-30	Common Stock (2041666)		Indirect

Footnotes

F1: The reporting person acquired the securities on June 24, 2009, in consideration for the equity interests in Nemschoff Chairs, LLC which the Issuer acquired on June 24, 2009. The Purchase Agreement provides that NC Holding Company may receive additional shares of Issuer common stock, at the fair market value of that stock, or cash, at the option of Issuer, based upon certain revenue targets (the "Success Payment"). The reporting person's right to receive additional shares pursuant to this Success Payment became fixed and irrevocable on June 24, 2009, the effective date of the transaction.

F2: In connection with the transaction referenced in footnote (1), the reporting person acquired a contingent value right for each share of Issuer common stock. Each right is entitled to a payment equal to the amount, if any, by which $24 exceeds the greater of (a) the fair market value of the Issuer's common stock on June 30, 2011, and (b) $13.28 (or, if greater, the per share consideration received in connection with any transfer of the corresponding share of issuer's common stock). The amount payable for each right may be paid, at the option of the Issuer, in shares of Issuer's common stock, at its current fair market value, or cash.