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WHIRLPOOL CORP /DE/ Director's Dealing 2007

Oct 25, 2007

31015_dirs_2007-10-25_041a038d-78e7-4e10-8175-f1107fe2c9b7.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WHIRLPOOL CORP /DE/ (WHR)
CIK: 0000106640
Period of Report: 2007-10-24

Reporting Person: FETTIG JEFF M (Director, CHAIRMAN AND CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2007-10-24 Common Stock P 10000 $84.329 Acquired 77093 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 10 Indirect
Common Stock 2889.91 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Restricted Shares (Strategic Excellence Program) $ Common () 9982.22 Direct
Phantom Restricted Shares (Special Retention Program) $ Common () 16300.82 Direct
Phantom Restricted (Career) Stock $ Common () 66792.05 Direct
Deferred Phantom ESAP Stock in WEDSP $ Common () 6694.23 Direct
Deferred EDSP-Purchase of phantom Whirlpool stock $ Common () 6008.293 Direct
Phantom Restricted Shares (Special Retention Program) $ Common (22500) 22500 Direct
Phantom Restricted Shares (Special Retention Program) $ Common (23125) 23125 Direct
Phantom Restricted Shares (Maytag Recognition Awards) $ Common (25000) 25000 Direct
Phantom Restricted Shares (Strategic Excellence Program) $ Common (48580) 48580 Direct
Employee Stock Option (Right to Buy) $ Common (18000) 18000 Direct
Employee Stock Option (Right to Buy) $ Common (50000) 50000 Direct
Employee Stock Option (Right to Buy) $ Common (64000) 64000 Direct
Employee Stock Option (Right to Buy) $ Common (70000) 70000 Direct
Employee Stock Option (Right to Buy) $ Common (70000) 70000 Direct
Employee Stock Option (Right to Buy) $ Common (70000) 70000 Direct
Employee Stock Option (Right to Buy) $ Common (40000) 40000 Direct
Employee Stock Option (Right to Buy) $ Common (83200) 83200 Direct
Employee Stock Option (Right to Buy) $ Common (91000) 91000 Direct

Footnotes

F1: Open market purchase of stock.

F2: All shares are held in the name of the undersigned's broker.

F3: The reporting person disclaims beneficial ownership of all securities held by his children, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F4: As of 09/15/2007, the latest date for which information is reasonably avaialable, there are 2,889.91 shares held in the account of the undersigned pursuant to the Plan indicated in Column 7.

F5: 9,750 phantom stock shares deferred under the 2004 SEP award made under the 2002 Whirlpool Corporation Omnibus Stock and Incentive Plan in a transaction exempt under Rule 16b-3. These shares were reported in Table II as derivative securities in prior filings. As of 09/15/2007, the latest date for which information is reasonably available, a total of 9,982.22 phantom shares have been deferred from all awards, which includes dividend equivalents earned in phantom restricted stock.

F6: Original deferral of 15,000 phantom restricted shares (Special Retention Program) awarded under the Whirlpool Corporation 1998 Omnibus Stock & Incentive Plan in transactions exempt under Rule 16(b)-3(c). As of 09/15/2007, the latest date for which information is reasonably available, 16.300.82 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

F7: 50,000 phantom stock shares (Career Stock Award) awarded under the 1996 Whirlpool Omnibus Stock & Incentive Plan in transactions exempt under Rule 16b-3(c). 40,000 phantom shares are currently vested, with the remaining shares becoming vested as follows: 10,000 shares on retirement after age 60. As of 09/15/2007, the latest date for which information is reasonably available, 66,792.05 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

F8: 5,177.04 phantom shares deferred under the Executive Deferred Savings Plan in transactions exempt under Rule 16b-3. As of 09/15/2007, the latest date for which information is reasonably available, 6,694.23 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

F9: Original deferral of 4,972.906 phantom shares in the Executive Deferred Savings Plan on 8/10/99 in a transaction exempt under Rule 16b-3. As of 09/15/2007, the latest date for which information is reasonably available, 6,008.293 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

F10: 22,500 phantom stock shares (Special Retention Program) awarded under the Whirlpool Corporation 1998 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Shares will vest on 07/01/2011. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock.

F11: 23,125 phantom stock shares (Special Retention Program) awarded under the Whirlpool Corporation 1998 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Shares will vest on 02/19/2008. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock.

F12: Award of 25,000 phantom stock shares (Maytag Recognition Awards) on 08/13/2006 under the Whirlpool Corporation 2002 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Restrictions will lapse on the award on 08/13/2009. Dividend equivalents will be paid annually in cash.

F13: 48,580 phantom stock shares (Strategic Excellence Program) awarded on 02/19/2007 under the SEP 2006 grant of contingent shares made pursuant to the 2002 Whirlpool Corporation Omnibus Stock and Incentive Plan in transaction exempt under Rule 16(b)-3(c). Time restrictions will lapse and shares will become vested on 02/19/2009.

F14: 18,000 option shares with cashless exercise and tax withholding rights awarded on 06/15/1998 at the option price of $63.13 per share. All shares are currently exercisable and will expire 10 years from date of grant.

F15: 50,000 option shares with cashless exercise and tax withholding rights awarded on 04/05/1999 at the option price of $52.28 per share. All shares are currently exercisable and will expire 10 years from date of grant.

F16: 64,000 option shares with cashless exercise and tax withholding rights awarded on 02/14/2000 at the option price of $52.19 per share. All shares are currently exercisable and will expire 10 years from date of grant.

F17: 70,000 option shares with cashless exercise and tax withholding rights awarded on 02/19/2001 at the option price of $54.07 per share. All shares are currently exercisable and will expire 10 years from date of grant.

F18: 70,000 option shares with cashless exercise and tax withholding rights awarded on 02/18/2002 at the option price of $67.29 per share. All shares are currently exercisable, and will expire 10 years from date of grant.

F19: 70,000 option shares with cashless exercise and tax withholding rights awarded on 02/17/2003 at the option price of $49.60 per share. All shares are currently exercisable and will expire 10 years from date of grant.

F20: 40,000 option shares with cashless exercise and tax withholding rights awarded on 02/16/2004 at the option price of $72.94 per share. All shares are currently exercisable and will expire 10 years from date of grant.

F21: 83,200 option shares with cashless exercise and tax withholding rights awarded on 02/20/2006 at the option price of $89.16 per share. 27,734 shares are currently exercisable with the remaining options becoming exercisable as follows: one-third on 02/20/2008; and one-third on 02/20/2009. The options will expire 10 years from the date of grant.

F22: 91,000 option shares awarded on 02/19/2007 at the option price of $94.47 per share with cashless exercise and tax withholding rights. Shares will become exercisable as follows: one-third on 02/19/2008; one-third on 02/19/2009; and one-third on 02/19/2010. The options will expire 10 years from the date of grant.