FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
WHIRLPOOL CORP /DE/ [ WHR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/26/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 07/26/2005 | M(1) | 15,000 | A | $55.81 | 53,294 | D(3) | |||
Common Stock | 07/26/2005 | F(1) | 10,422 | D | $80.325 | 42,872 | D(3) | |||
Common Stock | 07/26/2005 | F(2) | 1,389 | D | $80.325 | 41,483 | D(3) | |||
Common Stock | 10 | I(4) | Held by Son | |||||||
Common Stock | 2,788.617(5) | I | 401(k) Stock Fund |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
Employee Stock Option (Right to Buy) | (1) | 07/26/2005 | M(1) | 15,000 | (1) | (1) | Common | 15,000 | $0 | 0 | D | ||||
Phantom Restricted Shares (Strategic Excellence Program) | (6) | (6) | (6) | Common | 13,000 | 13,000 | D | ||||||||
Phantom Restricted Shares (Special Retention Program) | (7) | (7) | (7) | Common | 45,000 | 45,000 | D | ||||||||
Phantom Restricted Shares (Special Retention Program) | (8) | (8) | (8) | Common | 23,125 | 23,125 | D | ||||||||
Phantom Restricted Shares (Special Retention Program) | (9) | (9) | (9) | Common | (9) | 15,594.98(9) | D | ||||||||
Employee Stock Option (Right to Buy) | (10) | (10) | (10) | Common | 17,500 | 17,500 | D | ||||||||
Employee Stock Option (Right to Buy) | (11) | (11) | (11) | Common | 20,500 | 20,500 | D | ||||||||
Phantom Restricted (Career) Stock | (12) | (12) | (12) | Common | (12) | 63,899.9(12) | D | ||||||||
Deferred Phantom ESAP Stock in WEDSP | (13) | (13) | (13) | Common | (13) | 6,406.226(13) | D | ||||||||
Employee Stock Option (Right to Buy) | (14) | (14) | (14) | Common | 18,000 | 18,000 | D | ||||||||
Employee Stock Option (Right to Buy) | (15) | (15) | (15) | Common | 50,000 | 50,000 | D | ||||||||
Deferred EDSP-Purchase of phantom Whirlpool stock | (16) | (16) | (16) | Common | (16) | 5,747.302(16) | D | ||||||||
Employee Stock Option (Right to Buy) | (17) | (17) | (17) | Common | 64,000 | 64,000 | D | ||||||||
Employee Stock Option (Right to Buy) | (18) | (18) | (18) | Common | 70,000 | 70,000 | D | ||||||||
Employee Stock Option (Right to Buy) | (19) | (19) | (19) | Common | 70,000 | 70,000 | D | ||||||||
Employee Stock Option (Right to Buy) | (20) | (20) | (20) | Common | 70,000 | 70,000 | D | ||||||||
Employee Stock Option (Right to Buy) | (21) | (21) | (21) | Common | 40,000 | 40,000 | D |
Explanation of Responses: |
1. Exercise of 15,000 shares of options awarded on 08/15/95 at the option price of $55.81, by turning in 10,422 shares of already-owned stock to the Company to pay for the option. All shares were currently exercisable and would have expired 10 years from the date of grant (08/15/2005). |
2. Disposition of 1,389 shares of common stock to the Company to satisfy tax withholding regarding the 08/15/95 stock option grant. |
3. The shares are held in the name of the undersigned's broker. |
4. The reporting person disclaims beneficial ownership of all securities held by his children, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
5. As of 06/15/05, there are 2,788.617 shares held in the account of the undersigned pursuant to the Plan indicated in Column 7. |
6. 13,000 phantom stock shares (Strategic Excellence Program) awarded on 02/14/05 under the 2002 Whirlpool Corporation's Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Time restrictions will lapse and shares will become vested as follows: 50% on 02/14/06; and 50% on 02/14/07. |
7. 45,000 phantom stock shares (Special Retention Program) awarded on 06/14/04 with the effective date of the award to be 07/01/2004 under the Whirlpool Corporation 2002 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Shares will become vested as follows: 50% on 07/01/2007 and 50% on 07/01/2011. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock. |
8. 23,125 phantom stock shares (Special Retention Program) awarded under the Whirlpool Corporation 1998 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Shares will vest on 02/19/08. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock. |
9. Original deferral of 15,000 phantom restricted shares (Special Retention Program) awarded under the Whirlpool Corporation 1998 Omnibus Stock & Incentive Plan in transactions exempt under Rule 16(b)-3(c). As of 06/15/05, the latest date for which information is reasonably available, 15,594.98 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock. |
10. 17,500 option shares with cashless exercise and tax withholding rights awarded on 6/18/96 at the option price of $50.44 per share. All shares are currently exercisable and will expire 10 years from date of grant. |
11. 20,500 option shares with cashless exercise and tax withholding rights awarded on 4/15/97 at the option price of $45.75 per share. All shares are currently exercisable and will expire 10 years from date of grant. |
12. Original grant of 50,000 phantom stock shares (Career Stock Award) awarded under the 1996 Whirlpool Omnibus Stock & Incentive Plan in transactions exempt under Rule 16b-3(c). 40,000 phantom shares are currently vested, with the remaining shares becoming vested as follows: 10,000 shares on retirement after age 60. As of 06/15/05, the latest date for which information is reasonably available, 63,899.90 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock. |
13. 5,177.04 phantom shares deferred under the Executive Deferred Savings Plan in transactions exempt under Rule 16b-3. As of 06/15/05, the latest date for which information is reasonably available, 6,406.226 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock. |
14. 18,000 option shares with cashless exercise and tax withholding rights awarded on 6/15/98 at the option price of $63.13 per share. All shares are currently exercisable and will expire 10 years from date of grant. |
15. 50,000 option shares with cashless exercise and tax withholding rights awarded on 4/5/99 at the option price of $52.28 per share. All shares are currently exercisable and will expire 10 years from date of grant. |
16. Original deferral of 4,972.906 phantom shares in the Executive Deferred Savings Plan on 8/10/99 in a transaction exempt under Rule 16b-3. As of 06/15/05, the latest date for which information is reasonably available, 5,747.302 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock. |
17. 64,000 option shares with cashless exercise and tax withholding rights awarded on 2/14/00 at the option price of $52.19 per share. All shares are currently exercisable and will expire 10 years from date of grant. |
18. 70,000 option shares with cashless exercise and tax withholding rights awarded on 2/19/01 at the option price of $54.07 per share. All shares are currently exercisable and will expire 10 years from date of grant. |
19. 70,000 option shares with cashless exercise and tax withholding rights awarded on 2/18/02 at the option price of $67.29 per share. All shares are currently exercisable, and will expire 10 years from date of grant. |
20. 70,000 option shares with cashless exercise and tax withholding rights awarded on 2/17/03 at the option price of $49.60 per share. All shares are currently exercisable and will expire 10 years from date of grant. |
21. 40,000 option shares with cashless exercise and tax withholding rights awarded on 02/16/04 at the option price of $72.94 per share. 13,334 shares are currently exercisable, with the remaining shares becoming exercisable as follows: one-third on 02/16/06; and one-third on 02/16/07. The options will expire 10 years from date of grant. |
Remarks: |
/s/ Robert T. Kenagy | 07/26/2005 | |
** 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 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). | ||
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. |