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*
TODMAN MICHAEL

(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)
PRESIDENT WHIRLPOOL NA
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2007
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 07/01/2007 M(1) 15,000 A (1) 16,128 D
Common Stock 07/01/2007 M(1) 6,053 D (1) 10,075 D
Common Stock 416.975(2) 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 (Special Retention Program) (1) 07/01/2007 M(1) 15,000 (1) (1) Common 15,000 $0 15,000 D
Deferred Phantom ESAP Stock in WEDSP (3) (3) (3) Common (3) 3,107.246(3) D
Deferred Phantom ESAP Stock in WEDSP II (4) (4) (4) Common (4) 606.607(4) D
Phantom Restricted Shares (Special Retention Program) (5) (5) (5) Common (5) 14,726.77(5) D
Phantom Restricted (Career) Stock (6) (6) (6) Common (6) 26,591.41(6) D
Phantom Restricted Shares (Strategic Excellence Program) (7) (7) (7) Common 11,163 11,163 D
Phantom Restricted Shares (Special Retention Program) (8) (8) (8) Common 13,875 13,875 D
Phantom Restricted Shares (Maytag Recognition Awards) (9) (9) (9) Common 7,500 7,500 D
Phantom Restricted Shares (Career Stock) (10) (10) (10) Common 30,000 30,000 D
Employee Stock Option (Right to Buy) (11) (11) (11) Common 27,000 27,000 D
Employee Stock Option (Right to Buy) (12) (12) (12) Common 10,282 10,282 D
Employee Stock Option (Right to Buy) (13) (13) (13) Common 19,200 19,200 D
Employee Stock Option (Right to Buy) (14) (14) (14) Common 19,100 19,100 D
Explanation of Responses:
1. Settlement of 50% of a special retention award for 15,000 shares of common stock under the Whirlpool Corporation 1998 Omnibus Stock and Incentive Plan in a transaction exempt under Rule 16b-3 (see Table II for disposition of derivative securities (15,000 shares of phantom restricted stock)). Of the 15,000 shares received, 6,053 shares were sold to the Company pursuant to the Company's Plan provisions under a tax withholding right. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock. Restrictions lapse on the remaining 50% of this award on 07/01/2011.
2. As of 06/15/2007, there are 416.975 shares held in the account of the undersigned pursuant to the Plan indicated in Column 7.
3. 2,743.50 phantom shares deferred under the Executive Deferred Savings Plan in transactions exempt under Rule 16b-3. As of 06/15/2007, 3107.246 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.
4. 579.60 phantom shares deferred under the Executive Deferred Savings Plan II in transactions exempt under Rule 16b-3. As of 06/15/2007, 606.607 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.
5. 13,615.47 original deferral of phantom restricted shares (Special Retention Program) awarded under the Whirlpool Corporation 1998 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). As of 06/15/2007, 14,726.77 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.
6. 20,000 phantom stock shares (Career Stock Award) awarded under the Whirlpool 1989 Omnibus Stock & Incentive Plan in transactions exempt under Rule 16(b)-3(c). 8,000 phantom shares are currently vested, with the remaining shares becoming vested as follows: 12,000 shares on retirement after age 60. As of 06/15/2007, 26,591.41 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.
7. 11,163 phantom stock shares (Strategic Excellence Program) awarded on 02/19/2007 under the SEP 2006 grant of contingent shares made pursuant to the 2002 Whirlpool Corporation Omnibus Stock and Incentive Plan in transaction exempt under Rule 16(b)-3(c). Time restrictions will lapse and shares will become vested on 02/19/2009.
8. 13,875 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.
9. Award of 7,500 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.
10. Award of 30,000 phantom stock shares (Career Stock) awarded on 06/19/2007 under the Whirlpool Corporation 2007 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Shares will become vested as follows: 50% on 06/19/2012; and 50% on retirement after age 60. Dividend equivalents will be invested in additional stock.
11. 27,000 option shares with cashless exercise and tax withholding rights awarded on 2/18/2002 at the option price of $67.29 per share. All shares are currently exercisable, and will expire 10 years from date of grant.
12. 10,282 option shares with cashless exercise and tax withholding rights awarded on 02/16/2004 at the option price of $72.94 per share. 6,855 shares are currently exercisable, with the remaining shares becoming exercisable on 02/16/2007. The options will expire 10 years from date of grant.
13. 19,200 option shares with cashless exercise and tax withholding rights awarded on 02/20/2006 at the option price of $89.16 per share. 6,400 shares are currently exercisable with the remaining shares to become exercisable as follows: one-third on 02/20/2008; and one-third on 02/20/2009. The options will expire 10 years from the date of grant.
14. 19,100 option shares awarded on 02/19/2007 at the option price of $94.47 per share with cashless exercise and tax withholding rights. Shares will become exercisable as follows: one-third on 02/19/2008; one-third on 02/19/2009; and one-third on 02/19/2010. The options will expire 10 years from the date of grant.
Remarks:
Form 4 filed on June 21, 2007 had duplicative filings in Edgar website for award of Career Stock.
/s/ Daniel F. Hopp, Corporate Secretary 07/03/2007
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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