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) 02/14/2006 | ||||||||||||||||||||||||||
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 | 02/14/2006 | M(1) | 90 | A | (1) | 90 | D | |||
Common Stock | 02/14/2006 | M(1) | 34 | D | $86.63(2) | 56 | D | |||
Common Stock | 62.279(3) | 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 | ||||||||
Phantom Restricted Shares (Strategic Excellence Program) | (4) | (4) | (4) | Common | 90 | 90 | D | ||||||||
Employee Stock Option (Right to Buy) | (5) | (5) | (5) | Common | 1,333 | 1,333 | D | ||||||||
Employee Stock Option (Right to Buy) | (6) | (6) | (6) | Common | 1,266 | 1,266 | D |
Explanation of Responses: |
1. Payment of 90 shares of common stock for which time restrictions lapsed on 02/14/2006 relating to the 2004 SEP award made under the Whirlpool Corporation 2002 Omnibus Stock & Incentive Plan in a transaction exempt under Rule 16b-3. These shares were reported in Table II as derivative securities in prior filings. |
2. Pursuant the the Company's Plan provisions, the Company paid $86.63 per share for tax withholding purposes relating to the payment of common stock under the 2004 SEP award for which restrictions lapsed. See Footnote 1. |
3. As of 12/15/05, the latest date for which information is reasonably available, there are 62.279 shares held in the account of the undersigned pursuant to the Plan indicated in Column 7. |
4. 90 phantom stock shares (Strategic Excellence Plan) awarded on 02/14/05 under the SEP 2004 grant made pursuant to the 2002 Whirlpool Corporation Omnibus Stock & Incentive Plan in transactions exempt under Rule 16(b)-3(c). Time restrictions on these shares will lapse on 02/14/2007. |
5. 2,000 option shares awarded on 02/16/2004 at the option price of $72.94 per share with tax withholding rights. Of these shares not already exercised, 666 shares are currently exercisable, with the remaining shares becoming exercisable on 02/16/2007. The options will expire 10 years from the date of grant. |
6. 1,266 option shares awarded on 02/14/2005 at the optin price of $63.24 per share with tax withholding rights. 422 shares are currently exercisable with the remaining shares becoming exercisable as follows: one-third on 02/14/2007 and one-third on 02/14/2008. The options will expire 10 years from the date of grant. |
Remarks: |
/s/ Robert T. Kenagy, Corporate Secretary | 02/16/2006 | |
** 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). | ||
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. |