SEC FORM 4

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^*

THIENEMAN MICHAEL D

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EXECUTIVE VICE PRESIDENT

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								4,341	D
Common Stock								642.053⁽¹⁾	I	401(k) Stock Fund
Common Stock	06/15/2006		J⁽²⁾	V	29.504	A	⁽²⁾	714.7523⁽³⁾	D⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Restricted Shares (Strategic Excellence Program)	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common	⁽⁵⁾		1,092.539⁽⁵⁾	D
Deferred Phantom ESAP Stock in WEDSP	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common	⁽⁶⁾		14,380.99⁽⁶⁾	D
Deferred Phantom ESAP Stock in WEDSP II	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common	⁽⁷⁾		563.989⁽⁷⁾	D
Phantom Restricted (Career) Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common	⁽⁸⁾		26,094.37⁽⁸⁾	D
Phantom Restricted Shares (Strategic Excellence Program)	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common	1,442		1,442	D
Phantom Restricted Stock (Special Retention Program)	⁽¹⁰⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common	20,000		20,000	D
Employee Stock Option (Right to Buy)	⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Common	23,000		23,000	D
Employee Stock Option (Right to Buy)	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Common	8,324		8,324	D
Employee Stock Option (Right to Buy)	⁽¹³⁾							⁽¹³⁾	⁽¹³⁾	Common	7,700		7,700	D

Explanation of Responses:

1. As of 06/15/2006, there are 642.053 shares held in the acocunt of the undersigned pursuant to the Plan indicated in Column 7.

2. The securities herein were acquired on 06/15/2006 pursuant to the Plan indicated in Column 6 at $81.391841 per share in transactions exempt from Section 16(b) pursuant to Rule 16(b)-3(c).

3. As of 06/15/06, there are 714.75234 shares held in the account of the undersigned pursuant to the Whirlpool Corporation Automatic Dividend Reinvestment Plan.

4. The execution and filing of this report shall not be construed as an admission that the undersigned is for the pupose of Section 16 of the Securities Exchange Act of 1934 the beneficial owner of 38.8218065 shares held in joint tenancy by the undersigned and Mrs. Thieneman.

5. 1,081.50 phantom shares deferred under the Strategic Excellence Program in transactions exempt under Rule 16b-3. As of 06/15/06, 1,092.539 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

6. 12,544.42 phantom shares deferred under the Executive Deferred Savings Plan in transactions exempt under Rule 16b-3. As of 06/15/06, 14,380.99 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

7. 549 phantom shares deferred under the Executive Deferred Savings Plan II in transactions exempt under Rule 16b-3. As of 06/15/06, 563.989 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

8. 20,000 phantom stock shares (Career Stock Award) awarded under the Whirlpool 1989 Omnibus Stock & Incentive Plan in transactions exempt under Rule 16b-3(c). 8,000 phantom shares are currently vested, with the remaining shares becoming vested as follows: 12,000 shares on retirement after age 60. As of 06/15/06, 26,094.37 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

9. 1,442 phantom stock shares (Strategic Excellence Program) awarded on 02/14/05 under the SEP 2004 grant made pursuant to the 2002 Whirlpool Corporation Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Time restrictions on these shares will lapse on 02/14/2007.

10. Award of 20,000 phantom stock shares (Special Retention Program) on 06/14/2004 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.

11. 23,000 option shares with cashless exercise and tax withholding rights awarded on 2/18/2002 at the option price of $67.29 per share. All shares are currently exercisable and will expire 10 years from date of grant.

12. 8,324 option shares with cashless exercise and tax withholding rights awarded on 02/16/2004 at the option price of $72.94 per share. 5,549 shares are currently exercisable, with the remaining shares becoming exercisable on 02/16/2007. The options will expire 10 years from date of grant.

13. 7,700 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 02/20/2008. The options will expire 10 years from the date of grant.

Remarks:

	/s/ Robert T. Kenagy	06/21/2006
	** 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).
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