MODINE MANUFACTURING CO — Director's Dealing 2019

May 31, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MODINE MANUFACTURING CO (MOD)
CIK: 0000067347
Period of Report: 2019-05-29

Reporting Person: McBurney Matthew J (VP, Strat Planning and Dev)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-29	Common stock	A	9713	—	Acquired	56268	Direct
2019-05-30	Common stock	F	345	$13.28	Disposed	55923	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-29	Employee stock option	$13.26	A	11564	Acquired	2029-05-29	Common stock (11564)	Direct

Footnotes

F1: This is an award of restricted stock units which will vest in four equal annual installments commencing on 5/29/20. Each restricted stock unit represents a contingent right to receive one share of MOD common stock.

F2: This total includes 320 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 installments commencing on 5/29/20.