SEC Form 4
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*
FETTIG JEFF M

(Last) (First) (Middle)
WHIRLPOOL CORPORATION
2000 M-63N

(Street)
BENTON HARBOR MI 49022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WHIRLPOOL CORP /DE/ [ WHR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CHAIRMAN AND CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/14/2007
4. 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 Acquired, Disposed of, or Beneficially Owned
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 02/14/2007 M(1) 1,625 A (1) 48,069 D(4)
Common Stock 02/14/2007 F(1) 564 D $91.89(2) 47,505 D(4)
Common Stock 02/16/2007 M(3) 20,500 A $45.75 68,005 D(4)
Common Stock 02/16/2007 F(3) 14,333 D $92.285 53,672 D(4)
Common Stock 10 I(5) Held by Son
Common Stock 2,852.205(6) I 401(k) Stock Fund
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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) (7) 02/14/2007 M(7) 6,500 (7) (7) Common 6,500 $0 0 D
Phantom Restricted Shares (Strategic Excellence Program) (8) 02/14/2007 A(8) 4,875 (8) (8) Common (8) $0 9,848.212(8) D
Employee Stock Option (Right to Buy) (3) 02/16/2007 M(3) 20,500 (3) (3) Common 20,500 $0 0 D
Phantom Restricted Shares (Special Retention Program) (9) (9) (9) Common (9) 16,081.9(9) D
Phantom Restricted (Career) Stock (10) (10) (10) Common (10) 65,895.01(10) D
Deferred Phantom ESAP Stock in WEDSP (11) (11) (11) Common (11) 6,604.361(11) D
Deferred EDSP-Purchase of phantom Whirlpool stock (12) (12) (12) Common (12) 5,927.634(12) D
Phantom Restricted Shares (Special Retention Program) (13) (13) (13) Common 45,000 45,000 D
Phantom Restricted Shares (Special Retention Program) (14) (14) (14) Common 23,125 23,125 D
Phantom Restricted Shares (Maytag Recognition Awards) (15) (15) (15) Common 25,000 25,000 D
Employee Stock Option (Right to Buy) (16) (16) (16) Common 18,000 18,000 D
Employee Stock Option (Right to Buy) (17) (17) (17) Common 50,000 50,000 D
Employee Stock Option (Right to Buy) (18) (18) (18) Common 64,000 64,000 D
Employee Stock Option (Right to Buy) (19) (19) (19) Common 70,000 70,000 D
Employee Stock Option (Right to Buy) (20) (20) (20) Common 70,000 70,000 D
Employee Stock Option (Right to Buy) (21) (21) (21) Common 70,000 70,000 D
Employee Stock Option (Right to Buy) (22) (22) (22) Common 40,000 40,000 D
Employee Stock Option (Right to Buy) (23) (23) (23) Common 83,200 83,200 D
Explanation of Responses:
1. Payment of 1,625 shares of common stock for which time restrictions lapsed on 02/14/2007 relating to the 2004 SEP award made under the Whirlpool Corporation 2002 Omnibus Stock and Incentive Plan in a transaction exempt under Rule 16b-3. These shares were reported in Table II as a derivative securities in prior filings.
2. Pursuant to the Company's Plan provisions, the Company paid $91.89 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. A fractional share was paid in cash to the recipient.
3. Exercise of 20,500 shares of an award granted on 04/15/97 at the option price of $45.75 per share with the cashless exercise and tax withholding rights. 14,333 shares were withheld by the company in the payment of the exercise price as well as tax withholding obligations. 6,167 shares were retained from the exercise. All shares were currently exercisable and would have expired 10 years from the date of grant.
4. 46,444 shares are held in the name of the undersigned's broker.
5. The reporting person disclaims beneficial ownership of all securities held by his children, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
6. As of 12/15/06, the latest date for which information is reasonably available, there are 2,852.2050 shares held in the account of the undersigned pursuant to the Plan indicated in Column 7.
7. 6,500 phantom stock shares (Strategic Excellence Program) awarded on 02/14/2005 under the SEP 2004 grant made pursuant to the 2002 Whirlpool Corporation Omnibus Stock and Incentive Plan in transaction exempt under Rule 16(b)-3(c). Time restrictions on these shares lapsed on 02/14/2007.
8. Deferral of a 2004 SEP award payment owed due to the lapse of restrictions on 02/14/2007. The 2004 SEP award was made under the 2002 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. As of 02/14/2007, a total of 9,848.212 phantom shares have been deferred from all awards, which includes dividend equivalents earned in phantom restricted stock.
9. Original deferral of 15,000 phantom restricted shares (Special Retention Program) awarded under the Whirlpool Corporation 1998 Omnibus Stock & Incentive Plan in transactions exempt under Rule 16(b)-3(c). As of 12/15/06, the latest date for which information is reasonably available, 16,081.90 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.
10. 50,000 phantom stock shares (Career Stock Award) awarded under the 1996 Whirlpool Omnibus Stock & Incentive Plan in transactions exempt under Rule 16b-3(c). 40,000 phantom shares are currently vested, with the remaining shares becoming vested as follows: 10,000 shares on retirement after age 60. As of 12/15/06, the latest date for which information is reasonably available, 65,895.01 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.
11. 5,177.04 phantom shares deferred under the Executive Deferred Savings Plan in transactions exempt under Rule 16b-3. As of 12/15/06, the latest date for which information is reasonably available, 6,604.361 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.
12. Original deferral of 4,972.906 phantom shares in the Executive Deferred Savings Plan on 8/10/99 in a transaction exempt under Rule 16b-3. As of 12/15/06, the latest date for which information is reasonably available, 5,927.634 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.
13. 45,000 phantom stock shares (Special Retention Program) awarded on 06/14/04 with the effective date of the award to be 07/01/2004 under the Whirlpool Corporation 2002 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Shares will become vested as follows: 50% on 07/01/2007 and 50% on 07/01/2011. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock.
14. 23,125 phantom stock shares (Special Retention Program) awarded under the Whirlpool Corporation 1998 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Shares will vest on 02/19/08. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock.
15. Award of 25,000 phantom stock shares (Maytag Recognition Awards) on 08/13/2006 under the Whirlpool Corporation 2002 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Restrictions will lapse on the award on 08/13/2009. Dividend equivalents will be paid annually in cash.
16. 18,000 option shares with cashless exercise and tax withholding rights awarded on 6/15/98 at the option price of $63.13 per share. All shares are currently exercisable and will expire 10 years from date of grant.
17. 50,000 option shares with cashless exercise and tax withholding rights awarded on 4/5/99 at the option price of $52.28 per share. All shares are currently exercisable and will expire 10 years from date of grant.
18. 64,000 option shares with cashless exercise and tax withholding rights awarded on 2/14/00 at the option price of $52.19 per share. All shares are currently exercisable and will expire 10 years from date of grant.
19. 70,000 option shares with cashless exercise and tax withholding rights awarded on 2/19/01 at the option price of $54.07 per share. All shares are currently exercisable and will expire 10 years from date of grant.
20. 70,000 option shares with cashless exercise and tax withholding rights awarded on 2/18/02 at the option price of $67.29 per share. All shares are currently exercisable, and will expire 10 years from date of grant.
21. 70,000 option shares with cashless exercise and tax withholding rights awarded on 2/17/03 at the option price of $49.60 per share. All shares are currently exercisable and will expire 10 years from date of grant.
22. 40,000 option shares with cashless exercise and tax withholding rights awarded on 02/16/04 at the option price of $72.94 per share. All shares are currently exercisable and will expire 10 years from date of grant.
23. 83,200 option shares with cashless exercise and tax withholding rights awarded on 02/20/2006 at the option price of $89.16 per share. Shares will become exercisable as follows: one-third on 02/20/2007; one-third on 02/20/2008; and one-third on 02/20/2009. The options will expire 10 years from the date of grant.
Remarks:
/s/ Robert T. Kenagy 02/16/2007
** 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).
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