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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Phantom Restricted Shares (Strategic Excellence Program) | (5) | 02/14/2007 | M(5) | 1,866 | (5) | (5) | Common | 1,866 | $ 0 | 0 | D | ||||
| Phantom Restricted Shares (Strategic Excellence Program) | (6) | 02/14/2007 | A(6) | 1,399.88 | (6) | (6) | Common | (6) | $ 0 | 2,827.957 (6) | D | ||||
| Employee Stock Option (Right to Buy) | (3) | 02/16/2007 | M(3) | 3,591 | (3) | (3) | Common | 3,591 | $ 0 | 0 | D | ||||
| Deferred Phantom ESAP Stock in WEDSP II | (7) | (7) | (7) | Common | (7) | 751.604 (7) | D | ||||||||
| Phantom Restricted Shares (Special Retention Program) | (8) | (8) | (8) | Common | (8) | 12,893.32 (8) | D | ||||||||
| Phantom Restricted (Career) Stock | (9) | (9) | (9) | Common | (9) | 28,156.37 (9) | D | ||||||||
| Phantom Restricted Shares (Special Retention Program) | (10) | (10) | (10) | Common | 12,500 | 12,500 | D | ||||||||
| Phantom Restricted Shares (Special Retention Program) | (11) | (11) | (11) | Common | 30,000 | 30,000 | D | ||||||||
| Phantom Restricted Shares (Maytag Recognition Awards) | (12) | (12) | (12) | Common | 15,000 | 15,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | (13) | (13) | (13) | Common | 20,600 | 20,600 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SWIFT DAVID L WHIRLPOOL CORPORATION 2000 M-63N BENTON HARBOR, MI 49022 |
X | PRESIDENT WHIRLPOOL N. AMER | ||
| /s/ Robert T. Kenagy | 02/16/2007 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 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. |
| (2) | 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. |
| (3) | 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. |
| (4) | 5,181 shares are held in name of the undersigned's broker. |
| (5) | 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. |
| (6) | 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. |
| (7) | 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. |
| (8) | 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. |
| (9) | 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. |
| (10) | 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. |
| (11) | 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. |
| (12) | 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. |
| (13) | 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. |