SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Mishler James

(Last)

(First)

(Middle)

C/O GOODMAN GLOBAL, INC.

5151 SAN FELIPE, SUITE 500

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Goodman Global Inc [ GGL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Distribution

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/13/2008		D		16,000	D	$25.6	0	D
Common Stock	02/13/2008		D		59,279	D	⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$5.28	02/13/2008		D			138,352	⁽²⁾	12/23/2014	Common Stock	138,352	$20.32	0	D
Non-Qualified Stock Option (right to buy)	$5.28	02/13/2008		D			15,968	⁽³⁾	12/23/2014	Common Stock	15,968	⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$14.52	02/13/2008		D			22,741	⁽⁴⁾	12/29/2015	Common Stock	22,741	$11.08	0	D
Non-Qualified Stock Option (right to buy)	$19.16	02/13/2008		D			17,500	⁽⁵⁾	05/07/2017	Common Stock	17,500	$6.44	0	D

Explanation of Responses:

1. 59,279 shares of the Issuer's common stock were rolled into equity securities of a private acquirer with a contribution value of approximately $1,517,542.

2. This option, which provided for a combination of performance and time vesting beginning on 12/31/05, was canceled in the merger for a cash payment of $2,811,312.64, the difference between the exercise price of the option and the merger consideration ($25.60).

3. This option, which provided for a combination of performance and time vesting beginning on 12/31/05, had 15,968 options rolled into equity securities of a private acquirer with a contribution value of $324,469.76.

4. This option, which provided for vesting in 4 equal installments beginning 12/22/2006, was canceled in the merger for a cash payment of $251,970.28, the difference between the exercise price of the option and the merger consideration ($25.60).

5. This option, which provided for vesting in 4 equal installments beginning 12/31/2007, was canceled in the merger for a cash payment of $112,700, the difference between the exercise price of the option and the merger consideration ($25.60).

	/s/ Sean Bunk as attorney-in-fact for James Mishler	02/15/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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