SEC Form 4 · accession 0001140361-16-068773
MODINE MANUFACTURING CO · MOD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas F Marry
Officer — Exec VP & COO
Period of report
Jun 3, 2016
Accepted (ET)
Jun 6, 2016 · 5:07 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000067347
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stockF1,F2 | Jun 3, 2016 | F | 2,326 | $10.06 | D | 204,778 | D | |
| Common stockF3,F2 | Jun 3, 2016 | A | 6,525 | $0.00 | A | 211,303 | D | |
| Common stockF1,F2 | Jun 3, 2016 | F | 2,283 | $10.06 | D | 209,020 | D | |
| Common stockF1,F2 | Jun 5, 2016 | F | 3,651 | $10.06 | D | 205,369 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Shares disposed of in a private transaction to cover tax withholding.
- F2This total includes 937 units of Modine common stock held in the Reporting Person's Modine 401(k) Retirement Plan account.
- F3The performance period for Performance Stock under the long-term incentive compensation plan initiated in June 2013 terminated in calendar 2016. The amount of the award varied based upon the achievement of Threshold, Target or Maximum levels. Under that plan, the Company used three measures to determine the payouts: Three-Year Average ROACE ("ROACE"), Annual Revenue Growth, and Asia Operating Income. The Company's ROACE for the performance period was 8.4%, which exceeded the Threshold level for that performance measure. As a result, in accordance with the long-term incentive compensation plan, the Company issued shares of unrestricted stock at approximately 26% of the Target.