| 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
TRANE INC. [ TT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/05/2008 | ||||||||||||||||||||||||||
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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, $.01 par value | 06/05/2008 | D | 34,579.5 | D | (1) | 0 | I | By Trust(2) | ||
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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 | ||||||||
| Stock Option (Right to Buy) | $24.78 | 06/05/2008 | D | 10,800 | 06/05/2008(3) | 02/04/2014 | Common Stock, $.01 par value | 10,800 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $30.66 | 06/05/2008 | D | 10,500 | 06/05/2008(3) | 02/02/2015 | Common Stock, $.01 par value | 10,500 | (5) | 0 | D | ||||
| Stock Option (Right to Buy) | $26.08 | 06/05/2008 | D | 10,500 | 06/05/2008(3) | 02/01/2016 | Common Stock, $.01 par value | 10,500 | (6) | 0 | D | ||||
| Stock Option (Right to Buy) | $37.25 | 06/05/2008 | D | 10,500 | 06/05/2008(3) | 02/05/2017 | Common Stock, $.01 par value | 10,500 | (7) | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the merger agreement between issuer and Indian Merger Sub, Inc. (a wholly owned subsidiary of Ingersoll-Rand Company Limited) in exchange for Ingersoll Rand Class A common shares at an exchange ratio of 0.23 per share plus $36.50 per share in cash. |
| 2. Represents shares of stock awarded pursuant to Director's Compensation Plan and held in a rabbi trust as to which Director exercises voting rights but not right to dispose until directorship terminates |
| 3. Pursuant to the terms of the merger agreement, all options, whether or not exercisable or vested at the Effective Time of the merger, became, as of the effective time of the merger, fully vested and exercisable. |
| 4. This option was canceled in the merger in exchange for a cash payment of $235,638.35, representing the difference between the exercise price and the deemed value of the merger consideration to be paid in the merger in accordance with the merger agreement ($46.60 per share). |
| 5. This option was canceled in the merger in exchange for a cash payment of $167,352.85, representing the difference between the exercise price and the deemed value of the merger consideration to be paid in the merger in accordance with the merger agreement ($46.60 per share). |
| 6. This option was canceled in the merger in exchange for a cash payment of $215,442.85, representing the difference between the exercise price and the deemed value of the merger consideration to be paid in the merger in accordance with the merger agreement ($46.60 per share). |
| 7. This option was canceled in the merger in exchange for a cash payment of $98,157.85, representing the difference between the exercise price and the deemed value of the merger consideration to be paid in the merger in accordance with the merger agreement ($46.60 per share). |
| Remarks: |
| /s/Steven E. Anderson (By M. Cresitello by Power of Attorney) | 06/09/2008 | |
| ** 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. | ||