SEC Form 4 · accession 0001140361-18-027440
MODINE MANUFACTURING CO · MOD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas Andrew Burke
Officer — President and CEO · Director
Period of report
Jun 1, 2018
Accepted (ET)
Jun 5, 2018 · 6:30 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 1, 2018 | F | 4,705 | $18.15 | D | 510,396 | D | |
| Common stockF1,F2 | Jun 2, 2018 | F | 12,004 | $18.15 | D | 498,392 | D | |
| Common stockF3,F2 | Jun 2, 2018 | A | 101,168 | $0.00 | A | 599,560 | D | |
| Common stockF1,F2 | Jun 2, 2018 | F | 47,549 | $18.15 | D | 552,011 | 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 8165 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 2015 terminated in calendar 2018. The amount of the award varied based upon the achievement of Threshold, Target or Maximum levels. Under that plan, the Company used two measures to determine the payouts: Three-Year Average ROACE ("ROACE") and Annual Revenue Growth. The Company's ROACE for the performance period was 7.9% and Annual Revenue Growth was 13.8%, both of which exceeded the Threshold level for those performance measures. As a result, in accordance with the long-term incentive compensation plan, the Company issued shares of unrestricted stock at approximately 138% of the Target.