MODINE MANUFACTURING CO — Director's Dealing 2017

Jun 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MODINE MANUFACTURING CO (MOD)
CIK: 0000067347
Period of Report: 2017-06-02

Reporting Person: Lucareli Michael B (VP, Finance & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-02	Common stock	F	1286	$15.85	Disposed	120988	Direct
2017-06-02	Common stock	F	1766	$15.85	Disposed	119222	Direct
2017-06-02	Common stock	A	5145	$0.00	Acquired	124367	Direct
2017-06-02	Common stock	F	1801	$15.85	Disposed	122566	Direct
2017-06-02	Common stock	F	1748	$15.85	Disposed	120818	Direct

Footnotes

F1: Shares disposed of in a private transaction to cover tax withholding.

F2: This total includes 971 units of Modine common stock held in the Reporting Person's Modine 401(k) Retirement Plan account.

F3: The performance period for Performance Stock under the long-term incentive compensation plan initiated in June 2014 terminated in calendar 2017. The amount of the award varied based upon the achievement of Threshold, Target or Maximum levels. Under that plan, the Company used two measures to determine the payouts: Three-Year Average ROACE ("ROACE") and Annual Revenue Growth. The Company's ROACE for the performance period was 7.7%, which exceeded the Threshold level for that performance measure. As a result, in accordance with the long-term incentive compensation plan, the Company issued shares of unrestricted stock at approximately 35% of the Target.