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: Bowser Scott L (VP, Global Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-02	Common stock	F	736	$15.85	Disposed	94528	Direct
2017-06-02	Common stock	F	1008	$15.85	Disposed	93520	Direct
2017-06-02	Common stock	A	2942	—	Acquired	96462	Direct
2017-06-02	Common stock	F	1030	$15.85	Disposed	95432	Direct
2017-06-02	Common stock	F	1018	$15.85	Disposed	94414	Direct

Footnotes

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

F2: This total includes 4675 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.