SEC Form 4
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*
FETTIG JEFF M

(Last) (First) (Middle)
WHIRLPOOL CORPORATION
2000 M-63N

(Street)
BENTON HARBOR, MI 49022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WHIRLPOOL CORP /DE/ [ WHR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CHAIRMAN AND CEO
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2006
4. If Amendment, Date of 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
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 06/16/2006 M(1) 13,600 A $50.44 56,144 D(3)
Common Stock 06/16/2006 S(1) 13,600 D $81.0892 42,544 D(3)
Common Stock 06/16/2006 M(2) 3,900 A $50.44 46,444 D(3)
Common Stock 10 I(4) Held by Son
Common Stock 06/15/2006 A(5) 14.717 A (5) 2,840.383(6) I 401(k) Stock Fund
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 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) 06/16/2006 M(1) 13,600 (1) (1) Common 17,500 $0 3,900 D
Employee Stock Option (Right to Buy) (2) 06/16/2006 M(2) 3,900 (2) (2) Common 3,900 $0 0 D
Phantom Restricted Shares (Strategic Excellence Program) (7) 06/15/2006 A(7) 25.976 (7) (7) Common (7) $0 4,924.759(7) D
Phantom Restricted Shares (Special Retention Program) (8) 06/15/2006 A(8) 83.09 (8) (8) Common (8) $0 15,921.04(8) D
Phantom Restricted (Career) Stock (9) 06/15/2006 A(9) 340.46 (9) (9) Common (9) $0 65,235.92(9) D
Deferred Phantom ESAP Stock in WEDSP (10) 06/15/2006 A(10) 34.495 (10) (10) Common (10) $0 6,540.016(10) D
Deferred EDSP-Purchase of phantom Whirlpool stock (11) 06/15/2006 A(11) 31.961 (11) (11) Common (11) $0 5,869.882(11) D
Phantom Restricted Shares (Strategic Excellence Program) (12) (12) (12) Common 6,500 6,500 D
Phantom Restricted Shares (Special Retention Program) (13) (13) (13) Common 45,000 45,000 D
Phantom Restricted Shares (Special Retention Program) (14) (14) (14) Common 23,125 23,125 D
Employee Stock Option (Right to Buy) (15) (15) (15) Common 20,500 20,500 D
Employee Stock Option (Right to Buy) (16) (16) (16) Common 18,000 18,000 D
Employee Stock Option (Right to Buy) (17) (17) (17) Common 50,000 50,000 D
Employee Stock Option (Right to Buy) (18) (18) (18) Common 64,000 64,000 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 70,000 70,000 D
Employee Stock Option (Right to Buy) (22) (22) (22) Common 40,000 40,000 D
Employee Stock Option (Right to Buy) (23) (23) (23) Common 83,200 83,200 D
Explanation of Responses:
1. Cashless exercise of 13,600 shares and immediate sale through broker of an award granted on 06/18/2006, at the option price of $50.44 per share, with the cashless exercise and tax withholding rights. All shares were currently exercisable and would have expired 10 years from the date of grant.
2. Exercise of 3,900 shares of an award granted on 06/18/1996 at the option price of $50.44 with cashless exercise and tax withholding rights. All shares were currently exercisable and would have expired 10 years from the date of grant.
3. 41,483 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. The securities herein were acquired on 06/15/06 pursuant to the Plan indicated in Column 7 at $81.09393 per share in transactions exempt from Section 16(b) pursuant to Rule 16(b)-3(c).
6. As of 06/15/06, there are 2,840.383 shares held in the account of the undersigned pursuant to the Plan indicated in Column 7.
7. Grant of 25.976 phantom shares of common stock ("dividend equivalents") based on phantom shares deferred under the Strategic Excellence Program in transactions exempt under Rule 16b-3. As of 06/15/06, 4,924.759 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.
8. Grant of 83.09 phantom shares of common stock ("dividend equivalents") based on 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 06/15/06, 15,921.04 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.
9. Grant of 340.46 phantom shares of common stock ("dividend equivalents") based on 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 06/15/06, 65,235.92 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.
10. Grant of 34.495 phantom shares of common stock ("dividend equivalents") based on phantom shares deferred under the Executive Deferred Savings Plan in transactions exempt under Rule 16b-3. As of 06/15/06, 6,540.016 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.
11. Grant of 31.961 phantom shares of common stock ("dividend equivalents") baesd on 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 06/15/06, 5,869.882 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.
12. 6,500 phantom stock shares (Strategic Excellence Program) awarded on 02/14/2005 under the SEP 2004 grant made pursuant to the 2002 Whirlpool Corporation's Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Time restrictions on these remaining shares will lapse on 02/14/2007.
13. 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.
14. 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.
15. 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.
16. 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.
17. 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.
18. 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.
19. 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.
20. 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.
21. 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.
22. 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. 16,667 shares are currently exercisable, with the remaining one-third becoming exercisable on 02/16/2007. The options will expire 10 years from date of grant.
23. 83,200 option shares with cashless exercise and tax withholding rights awarded on 02/20/2006 at the option price of $89.16 per share. Shares will become exercisable as follows: one-third on 02/20/2007; one-third on 02/20/2008; and one-third on 02/20/2009. The options will expire 10 years from the date of grant.
Remarks:
/s/ Robert T. Kenagy 06/16/2006
** 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).
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