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) 02/18/2008 | ||||||||||||||||||||||||||
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 | 02/18/2008 | A(1) | 5,852 | A | (1) | 27,621 | D | |||
Common Stock | 02/19/2008 | M(2) | 9,250 | A | (2) | 36,871 | D |
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 | ||||||||
Phantom Restricted Shares | (2) | 02/19/2008 | M(2) | 9,250 | (2) | (2) | Common | 9,250 | $0 | 0 | D | ||||
Phantom Restricted Shares | (3) | 02/18/2008 | A(3) | 3,201 | (3) | (3) | Common | 3,201 | $0 | 3,201 | D | ||||
Employee Stock Option (Right to Buy) | (4) | 02/18/2008 | A(4) | 11,545 | (4) | (4) | Common | 11,545 | $0 | 11,545 | D |
Explanation of Responses: |
1. Payment of 5,852 shares of common stock under a 2005 Enhanced Strategic Excellence Program ("SEP") award for which performance conditions were satisfied on 02/18/2008. The 2005 Enhanced SEP award was made under the Whirlpool Corporation Omnibus Stock and Incentive Plan in a transaction exempt under Rule 16b-3. |
2. Settlement of 9,250 shares of a 2001 Special Retention Program ("SRP") award on which restrictions lapsed on 02/19/2008. The 2001 SRP award was made under the Whirlpool Corporation Omnibus Stock and Incentive Plan in a transaction exempt under Rule 16b-3. These shares were reported in Table II as derivative securities in prior filings. |
3. 3,201 phantom stock shares ("SEP") granted on 02/18/2008 under the 2007 SEP award of contingent shares made pursuant to the Whirlpool Corporation Omnibus Stock and Incentive Plan in a transaction exempt under Rule 16(b)-3. Time restrictions will lapse and shares will become vested on 02/18/2010. |
4. 11,545 option shares awarded on 02/18/2008 at the option price of $88.49 per share with cashless exercise and tax withholding rights. Shares will become exercisable as follows: one-third on 02/18/2009; one-third on 02/18/2010; and one-third on 02/18/2011. The options will expire 10 years from the date of grant. |
Remarks: |
/s/ Daniel F. Hopp, Attorney-in-Fact | 02/20/2008 | |
** 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. |