MODINE MANUFACTURING CO — Director's Dealing 2020

Jun 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MODINE MANUFACTURING CO (MOD)
CIK: 0000067347
Period of Report: 2020-05-29

Reporting Person: Casterton Joel Thomas (VP, Vehicular Thermal Solution)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-29	Common stock	F	800	$5.35	Disposed	23937	Direct
2020-05-30	Common stock	A	1571	—	Acquired	25508	Direct
2020-05-30	Common stock	F	546	$5.35	Disposed	24962	Direct
2020-05-31	Common stock	F	150	$5.35	Disposed	24812	Direct
2020-06-01	Common stock	F	97	$5.34	Disposed	24715	Direct

Footnotes

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

F2: This total includes 1345 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 2017 terminated in calendar 2020. 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 11.5%, 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 126% of the Target.