FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/22/2009 |
3. Issuer Name and Ticker or Trading Symbol
MILLER HERMAN INC [ MLHR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 2,041,666(1) | I | by holding company |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Contingent Value Rights | 06/30/2011 | 06/30/2011 | Common Stock | 2,041,666 | (2) | I | by holding company |
Explanation of Responses: |
1. 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. |
2. 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. |
By: Angela C. Burgess For: Mark S. Nemschoff | 08/03/2009 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |