MODINE MANUFACTURING CO — Director's Dealing 2019

Jun 4, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MODINE MANUFACTURING CO (MOD)
CIK: 0000067347
Period of Report: 2019-05-31

Reporting Person: Bowser Scott L (VP, COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-31	Common stock	F	1651	$12.85	Disposed	162309	Direct
2019-05-31	Common stock	A	19943	—	Acquired	182252	Direct
2019-05-31	Common stock	F	9308	$12.85	Disposed	172944	Direct
2019-06-01	Common stock	F	1128	$12.85	Disposed	171816	Direct
2019-06-02	Common stock	F	1346	$12.85	Disposed	170470	Direct

Footnotes

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

F2: This total includes 4765 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 May 2016 terminated in calendar 2019. 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 8.2% and Annual Revenue Growth was 18.7%, 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 141% of the Target.