SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Casterton Joel Thomas

(Last)

(First)

(Middle)

1500 DEKOVEN AVE.

(Street)

RACINE

53403

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/18/2018

3. Issuer Name and Ticker or Trading Symbol
MODINE MANUFACTURING CO [ MOD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President, VTS

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock	5,383⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee stock option (right to buy)	07/21/2011	07/21/2021	Common stock	9	$14.93	D
Employee stock option (right to buy)	⁽²⁾	06/02/2024	Common stock	204	$14.94	D
Employee stock option (right to buy)	⁽³⁾	06/02/2025	Common stock	632	$11.39	D
Employee stock option (right to buy)	⁽⁴⁾	05/31/2026	Common stock	1,569	$10	D
Employee stock option (right to buy)	⁽⁵⁾	06/01/2027	Common stock	1,355	$15.9	D

Explanation of Responses:

1. This total includes 1345 units of Modine common stock held in the Reporting Person's Modine 401(k) Retirement Plan account.

2. This option vests in four equal annual increments commencing on 6/2/2015.

3. This option vests in four equal annual increments commencing on 6/2/2016.

4. This option will vest in four equal annual increments commencing on 5/31/2017.

5. This option will vest in four equal annual increments commencing on 6/1/2018.

	Sylvia A. Stein, Attorney in Fact	01/26/2018
	** 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 5 (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.