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: KELSEY MARGARET C (VP, Gen Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-02	Common stock	A	8809	$14.94	Acquired	59117	Direct
2014-06-03	Common stock	F	972	$14.50	Disposed	58145	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-02	Employee stock option	$14.94	A	6383	Acquired	2024-06-02	Common stock (6383)	Direct

Footnotes

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

F2: This total includes 318 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.