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^*

NICHOLSON JAMES S

(Last)

(First)

(Middle)

4827 BILLMEYER HWY.

(Street)

BRITTON

49229

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Former VP, Treas. and CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2009

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	12/31/2009		M		4,060	A	⁽²⁾	4,860	D
Class A Common Stock	12/31/2009		D		4,060	D	$12.99⁽²⁾	800	D
Class A Common Stock	12/31/2009		M		13,313	A	⁽²⁾	14,113	D
Class A Common Stock	12/31/2009		D		13,313	D	$12.99⁽²⁾	800	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)
Phantom shares	⁽¹⁾	12/31/2009		M			4,060	03/04/2011⁽²⁾	03/04/2011⁽²⁾	Class A Common Stock	4,060	⁽³⁾	0	D
Phantom shares	⁽¹⁾	12/31/2009		M			13,313	01/02/2012⁽²⁾	01/02/2012⁽²⁾	Class A Common Stock	13,313	⁽³⁾	0	D

Explanation of Responses:

1. Each phantom share is the economic equivalent of one share of Class A common stock.

2. On December 31, 2009, the reporting person's employment terminated and the vesting of his phantom shares accelerated entitling him to $203,090 for all of his phantom shares, based on the closing market price of the Class A Common Stock on December 31, 2009. On January 19, 2010, the reporting person entered into a Settlement Agreement and Waiver of All Rights and Claims, pursuant to which we paid him $225,576 for all of his phantom shares, based on the closing market price of the Class A Common Stock on January 19, 2010 ($12.99 a share).

3. The reporting person settled his phantom shares for cash.

	James S. Nicholson By Lynn Dennison, attorney in fact	03/09/2010
	** 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.
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