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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Phantom Restricted Shares (Strategic Excellence Program) | (3) | 02/14/2005 | A(3) | 1,584 | (3) | (3) | Common | 1,584 | $ 0 | 1,584 | D | ||||
Phantom Restricted Shares (Special Retention Program) | (4) | (4) | (4) | Common | 10,000 | 10,000 | D | ||||||||
Employee Stock Option (Right to Buy) | (5) | (5) | (5) | Common | 20,000 | 20,000 | D | ||||||||
Employee Stock Option (Right to Buy) | (6) | (6) | (6) | Common | 5,027 | 5,027 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HU MARK K 2000 M-63N BENTON HARBOR, MI 49022 |
EXECUTIVE VICE PRESIDENT |
/s/ Robert T. Kenagy | 01/17/2006 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Settlement of 2002-2004 ESAP award for 682 shares of common stock made under the Whirlpool Corporation 1996 Omnibus Stock and Incentive Plan in a transaction exempt under Rule 16b-3. Final settlement of shares has been corrected to reflect the shares paid to the Company for taxes and the number of shares actually received. The original filing incorrectly showed 269 shares withheld for taxes and 546 shares issued. |
(2) | Pursuant to the Company's Plan provisions, the Company paid $67.99 per share for performance-based phantom stock awarded under the 2002-2004 ESAP settlement for tax withholding purposes in a transaction exempt under Rule 16b-3. |
(3) | 1,584 phantom stock shares (Strategic Excellence Program) awarded on 02/14/05 under the SEP 2004 grant made pursuant to the Whirlpool Corporation 2002 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Time restrictions will lapse and shares will become vested as follows: 50% on 02/14/06; and 50% on 02/14/07. |
(4) | 10,000 phantom stock shares (Special Retention Program) awarded on 01/05/2004 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 01/05/2007 and 50% on 01/05/2011. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock. |
(5) | 20,000 option shares with cashless exercise and tax withholding rights awarded on 01/05/2004 at the option price of $71.80 per share. 10,000 shares are currently exercisable with the remaining 10,000 shares becoming exercisable on 01/05/2006. The options will expire 10 years from the date of grant. |
(6) | 5,027 option shares with cashless exercise and tax withholding rights awarded on 02/16/2004 at the option price of $72.94 per share. 1,676 shares are currently exercisable, with the remaining shares becoming exercisable as follows: one-third on 02/16/06; and one-third on 02/16/07. The options will expire 10 years from the date of grant. |