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WHIRLPOOL CORP /DE/ — Director's Dealing 2007
Feb 16, 2007
31015_dirs_2007-02-16_d3f5e466-6d65-406f-bad4-88bdcfd156fa.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: 2007-02-14
Reporting Person: SWIFT DAVID L (Director, PRESIDENT WHIRLPOOL N. AMER)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2007-02-14 | Common Stock | M | 466 | — | Acquired | 6951 | Direct |
| 2007-02-14 | Common Stock | F | 162 | $91.89 | Disposed | 6789 | Direct |
| 2007-02-16 | Common Stock | M | 3591 | $72.94 | Acquired | 10380 | Direct |
| 2007-02-16 | Common Stock | S | 1691 | $92.29 | Disposed | 8689 | Direct |
| 2007-02-16 | Common Stock | S | 400 | $92.28 | Disposed | 8289 | Direct |
| 2007-02-16 | Common Stock | S | 200 | $92.26 | Disposed | 8089 | Direct |
| 2007-02-16 | Common Stock | S | 400 | $92.25 | Disposed | 7689 | Direct |
| 2007-02-16 | Common Stock | S | 800 | $92.24 | Disposed | 6889 | Direct |
| 2007-02-16 | Common Stock | S | 100 | $92.22 | Disposed | 6789 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2007-02-14 | Phantom Restricted Shares (Strategic Excellence Program) | $ | M | 1866 | Disposed | Common (1866) | Direct | |
| 2007-02-14 | Phantom Restricted Shares (Strategic Excellence Program) | $ | A | 1399.88 | Acquired | Common () | Direct | |
| 2007-02-16 | Employee Stock Option (Right to Buy) | $ | M | 3591 | Disposed | Common (3591) | Direct |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Deferred Phantom ESAP Stock in WEDSP II | $ | Common () | 751.604 | Direct | |
| Phantom Restricted Shares (Special Retention Program) | $ | Common () | 12893.32 | Direct | |
| Phantom Restricted (Career) Stock | $ | Common () | 28156.37 | Direct | |
| Phantom Restricted Shares (Special Retention Program) | $ | Common (12500) | 12500 | Direct | |
| Phantom Restricted Shares (Special Retention Program) | $ | Common (30000) | 30000 | Direct | |
| Phantom Restricted Shares (Maytag Recognition Awards) | $ | Common (15000) | 15000 | Direct | |
| Employee Stock Option (Right to Buy) | $ | Common (20600) | 20600 | Direct |
Footnotes
F1: Payment of 466 shares of common stock for which time restrictions lapsed on 02/14/2007 relating to the 2004 SEP award made under the Whirlpool Corporation 2002 Omnibus Stock and Incentive Plan in a transactin exempt under Rule 16b-3. These shares were reported in Table II as a derivative securities in prior filings.
F2: Pursuant to the Company's Plan provisions, the Company paid $91.89 per share for tax withholding purposes relating to the payment of common stock under the 2004 SEP award for which restrictions lapsed. See Footnote 1. A fractional share was paid in cash to recipient.
F3: Cashless exercise of 3,591 shares and immediate sale through broker of an award granted on 02/16/2004 at the option price of $72.94 per share with the cashless exercise and tax withholding rights. All shares were exercisable and would have expired 10 years from the date of grant.
F4: 5,181 shares are held in name of the undersigned's broker.
F5: 1,866 phantom stock shares (Strategic Excellence Program) awarded on 02/14/2005 under the SEP 2004 grant made pursuant to the 2002 Whirlpool Corporation Omnibus Stock and Incentive Plan in transaction exempt under Rule 16(b)-3(c). Time restrictions on these shares lapsed on 02/14/2007.
F6: Deferral of a 2004 SEP award payment owed due to the lapse of restrictions on 02/14/2007. The 2004 SEP award was made under the Whirlpool Corporation 2002 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 02/14/2007, a total of 2,827.957 phantom shares have been deferred from all awards, which includes dividend equivalents earned in phantom restricted stock.
F7: 724.50 phantom shares deferred under the Executive Deferred Savings Plan II in transactions exempt under Rule 16b-3. As of 12/15/06, the latest date for which information is reasonably available, 751.604 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.
F8: Deferral of 12,266.37 phantom restricted shares (Special Retention Program) awarded under the 1998 Whirlpool Corporation Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). As of 12/15/06, the latest date for which information is reasonably available, 12,893.32 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.
F9: 25,000 phantom stock shares (Career Stock Award) awarded under the 1996 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Phantom shares will become vested as follows: 10,000 shares on 11/26/10; and 5,000 shares on retirement after age 60. As of 12/15/06, the latest date for which information is reasonably available, 28,156.37 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.
F10: 12,500 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 11/26/08. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock.
F11: 30,000 phantom stock shares (Special Retention Program) awarded on 06/14/2004 with the effective date of the award to be 07/01/2004 under the Whirlpool Corporation 2002 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Shares will become vested as follows: 50% on 07/01/2007 and 50% on 07/01/2011. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock.
F12: Award of 15,000 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: 20,600 option shares with cashless exercise and tax withholding rights awarded on 02/20/2006 at the option price of $89.16 per share. Shares will become exercisable as follows: one-third on 02/20/2007; one-third on 02/20/2007; and one-third on 02/20/2009. The options will expire 10 years from the date of grant.