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: Venturelli Larry M (EXEC. VICE PRESIDENT AND CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-20	Common Stock	M	5000	—	Acquired	5000	Direct
2015-02-20	Common Stock	F	2262	$213.27	Disposed	2738	Direct
2015-02-20	Common Stock	A	12586	—	Acquired	15324	Direct
2015-02-20	Common Stock	F	5695	$213.27	Disposed	9629	Direct
2015-02-20	Common Stock	M	8875	$71.03	Acquired	18504	Direct
2015-02-20	Common Stock	M	6223	$111.33	Acquired	24727	Direct
2015-02-20	Common Stock	M	6060	$138.56	Acquired	30787	Direct
2015-02-20	Common Stock	S	8875	$211.8362	Disposed	21912	Direct
2015-02-20	Common Stock	S	6223	$212.0029	Disposed	15689	Direct
2015-02-20	Common Stock	S	5760	$212.7824	Disposed	9929	Direct
2015-02-20	Common Stock	S	300	$213.2633	Disposed	9629	Direct
2015-02-20	Common Stock	S	5099	$211.7557	Disposed	3828	Indirect
2015-02-24	Common Stock	S	9029	$214.1569	Disposed	600	Direct
2015-02-24	Common Stock	S	600	$214.8976	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-20	Restricted Stock Units	$	M	5000	Disposed		Common (5000)	Direct
2015-02-20	Employee Stock Option (Right to Buy)	$71.03	M	8875	Disposed	2022-02-20	Common (8875)	Direct
2015-02-20	Employee Stock Option (Right to Buy)	$111.33	M	6223	Disposed	2023-02-18	Common (6223)	Direct
2015-02-20	Employee Stock Option (Right to Buy)	$138.56	M	6060	Disposed	2024-02-17	Common (6060)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	398.764	Indirect

Footnotes

F1: Vesting of restricted stock unit award made under the Whirlpool Corporation Omnibus Stock and Incentive Plan in a transaction exempt under Rule 16b-3. Remaining restricted stock units will vest and convert one-for-one to shares on February 20, 2017.

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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $211.64 to $211.91, 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.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $211.91 to $212.21, 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.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $212.21 to $213.16, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $213.23 to $213.28, 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.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $211.78 to $211.84, 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.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $213.69 to $214.62, 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.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $214.77 to $214.99, 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.

F10: The option became exercisable in three substantially equal installments beginning on February 20, 2013.

F11: The option first became exercisable in three substantially equal installments, beginning on February 18, 2014.

F12: The option first became exercisable in three substantially equal installments, beginning on February 17, 2015.