MODINE MANUFACTURING CO — Director's Dealing 2014

Jun 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MODINE MANUFACTURING CO (MOD)
CIK: 0000067347
Period of Report: 2014-06-02

Reporting Person: McBurney Matthew J (VP, Commercial Products Group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-02	Common stock	A	3852	$14.94	Acquired	19423	Direct
2014-06-03	Common stock	F	508	$14.50	Disposed	18915	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-02	Employee stock option	$14.94	A	2791	Acquired	2024-06-02	Common stock (2791)	Direct

Footnotes

F1: This stock will vest in four equal annual increments commencing on 6/2/15.

F2: This total includes 320 units of Modine common stock held in the Reporting Person's Modine 401(k) Retirement Plan account.

F3: Shares disposed of in a private transaction to cover tax withholding.

F4: This option will vest in four equal annual increments commencing on 6/2/15.