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: TODMAN MICHAEL (Director, VICE CHAIRMAN)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-20	Common Stock	M	12500	—	Acquired	12500	Direct
2015-02-20	Common Stock	F	5775	$213.27	Disposed	6725	Direct
2015-02-20	Common Stock	A	25623	—	Acquired	32348	Direct
2015-02-20	Common Stock	F	11837	$213.27	Disposed	20511	Direct
2015-02-20	Common Stock	M	18068	$71.03	Acquired	38579	Direct
2015-02-20	Common Stock	M	10522	$111.33	Acquired	49101	Direct
2015-02-20	Common Stock	M	9090	$138.56	Acquired	58191	Direct
2015-02-20	Common Stock	S	18068	$211.826	Disposed	40123	Direct
2015-02-20	Common Stock	S	10522	$212.2587	Disposed	29601	Direct
2015-02-20	Common Stock	S	8890	$213.1099	Disposed	20711	Direct
2015-02-20	Common Stock	S	200	$213.71	Disposed	20511	Direct
2015-02-20	Common Stock	G	475	—	Disposed	3539	Indirect
2015-02-23	Common Stock	G	710	—	Disposed	2829	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-20	Restricted Stock Units	$	M	12500	Disposed		Common (12500)	Direct
2015-02-20	Employee Stock Option (Right to Buy)	$71.03	M	18068	Disposed	2022-02-20	Common (18068)	Direct
2015-02-20	Employee Stock Option (Right to Buy)	$111.33	M	10522	Disposed	2023-02-18	Common (10522)	Direct
2015-02-20	Employee Stock Option (Right to Buy)	$138.56	M	9090	Disposed	2024-02-17	Common (9090)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1263.88	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, 2016.

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 ranging from $211.58 to $211.98, 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 ranging from $211.98 to $212.71, 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 ranging from $212.71 to $213.61, 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.