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) 02/12/2004 | ||||||||||||||||||||||||||
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 | 02/12/2004 | M(1) | 40,000 | A | $55.38 | 155,621 | D(2) | |||
Common Stock | 02/12/2004 | S(1) | 40,000 | D | $73.5553 | 115,621 | D(2) | |||
Common Stock | 02/12/2004 | M(3) | 70,000 | A | $50.44 | 185,621 | D(2) | |||
Common Stock | 02/12/2004 | S(3) | 70,000 | D | $73.5553 | 115,621 | D(2) | |||
Common Stock | 8,000 | I(4) | By Wife | |||||||
Common Stock | 15,085.542(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) | $55.38(1) | 02/12/2004 | M(1) | 40,000 | (1) | (1) | Common | 40,000 | $0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $50.44(3) | 02/12/2004 | M(3) | 70,000 | (3) | (3) | Common | 70,000 | $0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | (6) | (6) | (6) | Common | 45,000 | 45,000 | D | ||||||||
Employee Stock Option (Right to Buy) | (7) | (7) | (7) | Common | 65,000 | 65,000 | D | ||||||||
Deferred Phantom Stock in WEDSP | (8) | (8) | (8) | Common | (8) | 11,363.1(8) | D | ||||||||
Employee Stock Option (Right to Buy) | (9) | (9) | (9) | Common | 110,000 | 110,000 | D | ||||||||
Employee Stock Option (Right to Buy) | (10) | (10) | (10) | Common | 120,000 | 120,000 | D | ||||||||
Employee Stock Option (Right to Buy) | (11) | (11) | (11) | Common | 120,000 | 120,000 | D | ||||||||
Employee Stock Option (Right to Buy) | (12) | (12) | (12) | Common | 125,000 | 125,000 | D | ||||||||
Employee Stock Option (Right to Buy) | (13) | (13) | (13) | Common | 150,000 | 150,000 | D |
Explanation of Responses: |
1. Cashless exercise and immediate sale through broker of 40,000 shares outstanding in award dated 06/21/94 at the option price of $55.38 per share with the cashless exercise and tax withholding features. All shares were currently exercisable and would have expired 10 years from date of grant. |
2. 115,621 shares are held in the name of the undersigned's broker. |
3. Cashless exercise and immediate sale through broker of 70,000 shares outstanding in award dated 06/18/96 at the option price of $50.44 per share with the cashless exercise and tax withholding features. All shares were currently exercisable and would have expired 10 years from date of grant. |
4. The execution and filing of this report shall not be construed as an admission that the undersigned is for the purpose of Section 16 of the Securities Exchange Act of 1934 the beneficial owner of any of the shares referred to in any of the entries in this report to which this note expressly relates. The shares are held in the name of the undersigned's broker. |
5. As of 12/15/03, the latest date for which information is reasonably available, there are 15,085.542 shares held in the account of the undersigned pursuant to the Plan indicated in Column 7. |
6. 45,000 option shares with cashless exercise and tax withholding rights awarded on 08/15/95 at the option price of $55.81 per share. All shares are currently exercisable and will expire 10 years from date of grant. |
7. 65,000 option shares with cashless exercise and tax withholding rights awarded on 06/15/98 at the option price of $63.13 per share. All shares are currently exercisable and will expire 10 years from date of grant. |
8. 10,673.82 phantom shares deferred under the Executive Deferred Savings Plan in transactions exempt under Rule 16b-3. As of 12/15/03, 11,363.10 total phantom shares deferred. |
9. 110,000 option shares with cashless exercise and tax withholding rights awarded on 04/05/99 at the option price of $52.28 per share. All shares are currently exercisable and will expire 10 years from date of grant. |
10. 120,000 option shares with cashless exercise and tax withholding rights awarded on 02/14/00 at the option price of $52.19 per share. All shares are currently exercisable and will expire 10 years from date of grant. |
11. 120,000 option shares with cashless exercise and tax withholding rights awarded on 02/19/01 at the option price of $54.07 per share. All shares are currently exercisable and will expire 10 years from date of grant. |
12. 125,000 option shares with cashless exercise and tax withholding rights awarded on 02/18/02 at the option price of $67.29 per share. 62,500 shares are currently exercisable, with the remaining 62,500 shares becoming exercisable on 02/18/04. The options will expire 10 years from date of grant. |
13. 150,000 option shares with cashless exercise and tax withholding rights awarded on 02/17/03 at the option price of $49.60 per share. Shares will become exercisable as follows: 50% on 02/17/04; and 50% on 02/17/05. The options will expire 10 years from date of grant. |
Remarks: |
Robert T. Kenagy, Corporate Secretary | 02/13/2004 | |
** 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. |