WHIRLPOOL CORP /DE/ — Director's Dealing 2015

Feb 25, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WHIRLPOOL CORP /DE/ (WHR)
CIK: 0000106640
Period of Report: 2015-02-20

Reporting Person: Liotine Joseph T. (EXEC VICE PRESIDENT & PRES NA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-20	Common Stock	M	120	—	Acquired	5367	Direct
2015-02-20	Common Stock	F	37	$213.27	Disposed	5330	Direct
2015-02-20	Common Stock	A	156	—	Acquired	5486	Direct
2015-02-20	Common Stock	F	49	$213.27	Disposed	5437	Direct
2015-02-20	Common Stock	A	464	—	Acquired	5901	Direct
2015-02-20	Common Stock	F	10.9	$213.27	Disposed	5890.1	Direct
2015-02-20	Common Stock	D	453.1	—	Disposed	5437	Direct
2015-02-20	Common Stock	M	439	$71.03	Acquired	5876	Direct
2015-02-20	Common Stock	M	530	$111.33	Acquired	6406	Direct
2015-02-20	Common Stock	M	1111	$138.56	Acquired	7517	Direct
2015-02-20	Common Stock	S	2080	$212.5058	Disposed	5437	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-20	Restricted Stock Units	$	M	120	Disposed		Common (120)	Direct
2015-02-20	Restricted Stock Units	$	M	464	Disposed		Common (464)	Direct
2015-02-20	Deferred Stock	$	A	453.1	Acquired		Common (453.1)	Direct
2015-02-20	Employee Stock Option (Right to Buy)	$71.03	M	439	Disposed	2022-02-20	Common (439)	Direct
2015-02-20	Employee Stock Option (Right to Buy)	$111.33	M	530	Disposed	2023-02-18	Common (530)	Direct
2015-02-20	Employee Stock Option (Right to Buy)	$138.56	M	1111	Disposed	2024-02-17	Common (1111)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1410.224	Indirect

Footnotes

F1: Vesting of remaining restricted stock unit award made under the Whirlpool Corporation Omnibus Stock and Incentive Plan in a transaction exempt under Rule 16b-3.

F2: Vesting of performance-based restricted stock unit award for the 2012-2014 performance period made under the Whirlpool Corporation Omnibus Stock and Incentive Plan in a transaction exempt under Rule 16b-3.

F3: Vesting of performance-based restricted stock unit award for the 2012-2014 performance period made under the Whirlpool Corporation Omnibus Stock and Incentive Plan in a transaction exempt under Rule 16b-3.

F4: Upon the vesting of restricted stock units granted to the reporting person on February 20, 2012, the reporting person deferred the receipt of 453.10 shares of common stock and received instead 453.10 shares of deferred stock pursuant to Whirlpool's Executive Deferred Savings Plan II. As a result, the reporting person is reporting the disposition of 453.10 shares of common stock in exchange for an equal number of shares of deferred stock. The deferred stock becomes payable following the reporting person's termination of employment with Whirlpool Corporation.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $212.50 to $212.52, inclusive. The reporting person undertakes to provide to Whirlpool Corporation, any security holder of Whirlpool Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F6: The option became exercisable in three substantially equal installments beginning on February 20, 2013.

F7: The option first became exercisable in three substantially equal installments, beginning on February 18, 2014.

F8: The option first became exercisable in three substantially equal installments, beginning on February 17, 2015.