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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 (Special Retention Program) | (1) | 07/01/2007 | M(1) | 10,000 | (1) | (1) | Common | 10,000 | $ 0 | 10,000 | D | ||||
| Phantom Restricted Shares (Career Stock) | (3) | (3) | (3) | Common | (3) | 23,516.1 (3) | D | ||||||||
| Phantom Restricted Shares (Strategic Excellence Program) | (4) | (4) | (4) | Common | 4,246 | 4,246 | D | ||||||||
| Phantom Restricted Shares (Special Retention Program) | (5) | (5) | (5) | Common | 9,250 | 9,250 | D | ||||||||
| Phantom Restricted Shares (Career Stock) | (6) | (6) | (6) | Common | 30,000 | 30,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | (7) | (7) | (7) | Common | 3,563 | 3,563 | D | ||||||||
| Employee Stock Option (Right to Buy) | (8) | (8) | (8) | Common | 6,932 | 6,932 | D | ||||||||
| Employee Stock Option (Right to Buy) | (9) | (9) | (9) | Common | 9,145 | 9,145 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Bitzer Marc R 2000 M-63N BENTON HARBOR, MI 49022 |
EXECUTIVE VICE PRESIDENT | |||
| /s/ Daniel F. Hopp, Corporate Secretary | 07/03/2007 | |
| **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 50% of a special retention award for 10,000 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 (10,000 shares of phantom restricted stock)). Of the 10,000 shares received, 5,043 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) | 15,312 shares are held in the name of the undersigned's broker. |
| (3) | Grant of 20,000 phantom stock shares (Career Stock Award) awarded under the Whirlpool Corporation 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: 8,000 shares on 08/24/2010; and 4,000 shares on retirement after age 60. As of 06/15/2007, 23,516.10 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock. |
| (4) | 4,246 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 transactions exempt under Rule 16(b)-3(c). Time restrictions will lapse and shares will become vested on 02/19/2009. |
| (5) | 9,250 phantom stock shares (Special Retention Program) awarded under the Whirlpool Corporation 1998 Omnibus Stock & Incentive Plan in transactions exempt under Rule 16(b)-3(c). Shares will vest on 02/19/2008. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock. |
| (6) | Award of 30,000 phantom stock shares (Career Stock Award) 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: one-third on 06/19/2012; one-third on 06/19/2017; and one-third on retirement after age 60. Dividend equivalents will be invested in additional stock. |
| (7) | 3,563 option shares awarded on 02/16/2004 at the option price of $75.32 per share with cashless exercise and tax withholding rights. All shares are currently exercisable and will expire 10 years from the date of grant. |
| (8) | 6,932 option shares with cashless exercise and tax withholding rights awarded on 02/20/2006 at the option price of $89.16 per share. 2,311 shares are currently exercisable with the remaining shares becoming 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. |
| (9) | 9,145 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. |