SEC Form 4 · accession 0001348570-15-000003
WHIRLPOOL CORP /DE/ · WHR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Larry M Venturelli
Officer — EXEC. VICE PRESIDENT AND CFO
Period of report
Feb 20, 2015
Accepted (ET)
Feb 24, 2015 · 9:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000106640
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 20, 2015 | M | 5,000 | — | A | 5,000 | D | |
| Common Stock | Feb 20, 2015 | F | 2,262 | $213.27 | D | 2,738 | D | |
| Common StockF2 | Feb 20, 2015 | A | 12,586 | — | A | 15,324 | D | |
| Common Stock | Feb 20, 2015 | F | 5,695 | $213.27 | D | 9,629 | D | |
| Common Stock | Feb 20, 2015 | M | 8,875 | $71.03 | A | 18,504 | D | |
| Common Stock | Feb 20, 2015 | M | 6,223 | $111.33 | A | 24,727 | D | |
| Common Stock | Feb 20, 2015 | M | 6,060 | $138.56 | A | 30,787 | D | |
| Common StockF3 | Feb 20, 2015 | S | 8,875 | $211.8362 | D | 21,912 | D | |
| Common StockF4 | Feb 20, 2015 | S | 6,223 | $212.0029 | D | 15,689 | D | |
| Common StockF5 | Feb 20, 2015 | S | 5,760 | $212.7824 | D | 9,929 | D | |
| Common StockF6 | Feb 20, 2015 | S | 300 | $213.2633 | D | 9,629 | D | |
| Common StockF7 | Feb 20, 2015 | S | 5,099 | $211.7557 | D | 3,828 | I | By trust for reporting person |
| Common StockF8 | Feb 24, 2015 | S | 9,029 | $214.1569 | D | 600 | D | |
| Common StockF9 | Feb 24, 2015 | S | 600 | $214.8976 | D | 0 | D | |
| Common Stock | holding | — | — | — | 399 | I | 401(k) Stock Fund |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | — | Feb 20, 2015 | M | 5,000 | D | — | — | Common | 5,000 | 5,000 | D |
| Employee Stock Option (Right to Buy)F10 | $71.03 | Feb 20, 2015 | M | 8,875 | D | — | Feb 20, 2022 | Common | 8,875 | 0 | D |
| Employee Stock Option (Right to Buy)F11 | $111.33 | Feb 20, 2015 | M | 6,223 | D | — | Feb 18, 2023 | Common | 6,223 | 6,223 | D |
| Employee Stock Option (Right to Buy)F12 | $138.56 | Feb 20, 2015 | M | 6,060 | D | — | Feb 17, 2024 | Common | 6,060 | 11,762 | D |
Explanation of responses
- F1Vesting 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.
- F10The option became exercisable in three substantially equal installments beginning on February 20, 2013.
- F11The option first became exercisable in three substantially equal installments, beginning on February 18, 2014.
- F12The option first became exercisable in three substantially equal installments, beginning on February 17, 2015.
- F2Vesting 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.
- F3The 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.
- F4The 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.
- F5The 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.
- F6The 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.
- F7The 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.
- F8The 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.
- F9The 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.