MODINE MANUFACTURING CO — Director's Dealing 2018

Jun 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MODINE MANUFACTURING CO (MOD)
CIK: 0000067347
Period of Report: 2018-06-01

Reporting Person: BURKE THOMAS ANDREW (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-01	Common stock	F	4705	$18.15	Disposed	510396	Direct
2018-06-02	Common stock	F	12004	$18.15	Disposed	498392	Direct
2018-06-02	Common stock	A	101168	$0.00	Acquired	599560	Direct
2018-06-02	Common stock	F	47549	$18.15	Disposed	552011	Direct

Footnotes

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

F2: This total includes 8165 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 2015 terminated in calendar 2018. 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 7.9% and Annual Revenue Growth was 13.8%, both of which exceeded the Threshold level for those performance measures. As a result, in accordance with the long-term incentive compensation plan, the Company issued shares of unrestricted stock at approximately 138% of the Target.