SEC Form 4 · accession 0001624146-15-000005

· WHR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Joseph T. Liotine

Officer — EXEC VICE PRESIDENT & PRES NA

Period of report

Feb 20, 2015

Accepted (ET)

Feb 24, 2015 · 9:39 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 Stock^F1	Feb 20, 2015	M	120	—	A	5,367	D
Common Stock	Feb 20, 2015	F	37	$213.27	D	5,330	D
Common Stock^F2	Feb 20, 2015	A	156	—	A	5,486	D
Common Stock	Feb 20, 2015	F	49	$213.27	D	5,437	D
Common Stock^F3	Feb 20, 2015	A	464	—	A	5,901	D
Common Stock	Feb 20, 2015	F	11	$213.27	D	5,890	D
Common Stock^F4	Feb 20, 2015	D	453	—	D	5,437	D
Common Stock	Feb 20, 2015	M	439	$71.03	A	5,876	D
Common Stock	Feb 20, 2015	M	530	$111.33	A	6,406	D
Common Stock	Feb 20, 2015	M	1,111	$138.56	A	7,517	D
Common Stock^F5	Feb 20, 2015	S	2,080	$212.5058	D	5,437	D
Common Stock	holding	—	—		—	1,410	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 Units^F1	—	Feb 20, 2015	M	120	D	—	—	Common	120	0	D
Restricted Stock Units^F3	—	Feb 20, 2015	M	464	D	—	—	Common	464	0	D
Deferred Stock^F4	—	Feb 20, 2015	A	453	A	—	—	Common	453	453	D
Employee Stock Option (Right to Buy)^F6	$71.03	Feb 20, 2015	M	439	D	—	Feb 20, 2022	Common	439	0	D
Employee Stock Option (Right to Buy)^F7	$111.33	Feb 20, 2015	M	530	D	—	Feb 18, 2023	Common	530	530	D
Employee Stock Option (Right to Buy)^F8	$138.56	Feb 20, 2015	M	1,111	D	—	Feb 17, 2024	Common	1,111	2,156	D

Explanation of responses

F1Vesting of remaining restricted stock unit award made under the Whirlpool Corporation Omnibus Stock and Incentive Plan in a transaction exempt under Rule 16b-3.
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.
F3Vesting 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.
F4Upon 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.
F5The 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.
F6The option became exercisable in three substantially equal installments beginning on February 20, 2013.
F7The option first became exercisable in three substantially equal installments, beginning on February 18, 2014.
F8The option first became exercisable in three substantially equal installments, beginning on February 17, 2015.