SEC FORM 4

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^*

Herrick Kent B

(Last)

(First)

(Middle)

9693 WOOD BEND DRIVE

(Street)

SALINE

48176

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TECUMSEH PRODUCTS CO [ TECUATECUB ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2009

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/28/2009		M		1,711.2299	A	⁽¹⁾	1,711.2299	D
Class A Common Stock	08/28/2009		D		1,711.2299	D	$9.79	0	D
Class A Common Stock	08/28/2009		M		4,232.8042	A	⁽¹⁾	4,232.8042	D
Class A Common Stock	08/28/2009		D		4,232.8042	D	$9.79	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred stock units	⁽¹⁾	08/28/2009		M			1,711.2299	01/01/2008⁽²⁾	⁽²⁾	Class A Common Stock	1,711.2299	$0	0	D
Deferred stock units	⁽¹⁾	08/28/2009		M			4,232.8042	01/01/2009⁽²⁾	⁽²⁾	Class A Common Stock	4,232.8042	$0	0	D

Explanation of Responses:

1. Each Deferred Stock Unit is the economic equivalent of one share of Class A Common Stock. The Units were settled for cash.

2. Pursuant to the Outside Directors' Deferred Stock Unit Plan (the "DSU Plan"), DSU awards are payable in cash at the then current market value of the Class A Common Stock, promptly after the sooner of the (1) Eligible Director's Determination Date (generally, the date he or she ceases to be a non-employee director for any reason), or (2) a Company Change of Control, both of which are defined in the DSU Plan. A director wil forfeit his or her account if the director's service on the Board is terminated, voluntarily or otherwise, for any "reason" as defined in the DSU Plan. The August 28, 2009 election of four director nominees whose appointment was not endorsed by a majority of the members of the Board before the date of the appointment or election satisfied the definition of Company Change of Control under the DSU Plan.

	Kent B. Herrick by Lynn Dennison, Attorney-in-fact	01/14/2009
	** 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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