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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
WHIRLPOOL CORP /DE/ [ WHR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/15/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 36,818 | D(1) | ||||||||
Common Stock | 10 | I(2) | Held by Son | |||||||
Common Stock | 09/15/2004 | A(3) | 18.966(3) | A | (3) | 2,740.649(4) | I | 401(k) Stock Fund |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Phantom Restricted Shares (Special Retention Program) | (5) | (5) | (5) | Common | 45,000 | 45,000 | D | ||||||||
Phantom Restricted Shares (Special Retention Program) | (6) | (6) | (6) | Common | 23,125 | 23,125 | D | ||||||||
Deferred SRP Shares in WEDSP | (7) | 09/15/2004 | A(7) | 107.41 | (7) | (7) | Common | (7) | $0 | 15,299.9(7) | D | ||||
Employee Stock Option (Right to Buy) | (8) | (8) | (8) | Common | 15,000 | 15,000 | D | ||||||||
Employee Stock Option (Right to Buy) | (9) | (9) | (9) | Common | 17,500 | 17,500 | D | ||||||||
Employee Stock Option (Right to Buy) | (10) | (10) | (10) | Common | 20,500 | 20,500 | D | ||||||||
Phantom Restricted (Career) Stock | (11) | 09/15/2004 | A(11) | 440.46 | (11) | (11) | Common | (11) | $0 | 62,690.8(11) | D | ||||
Deferred Phantom ESAP Stock in WEDSP | (12) | 09/15/2004 | A(12) | 44.108 | (12) | (12) | Common | (12) | $0 | 6,285.127(12) | D | ||||
Employee Stock Option (Right to Buy) | (13) | (13) | (13) | Common | 18,000 | 18,000 | D | ||||||||
Employee Stock Option (Right to Buy) | (14) | (14) | (14) | Common | 50,000 | 50,000 | D | ||||||||
Deferred EDSP-Purchase of phantom Whirlpool stock | (15) | 09/15/2004 | A(15) | 39.571 | (15) | (15) | Common | (15) | $0 | 5,638.658(15) | D | ||||
Employee Stock Option (Right to Buy) | (16) | (16) | (16) | Common | 64,000 | 64,000 | D | ||||||||
Employee Stock Option (Right to Buy) | (17) | (17) | (17) | Common | 70,000 | 70,000 | D | ||||||||
Employee Stock Option (Right to Buy) | (18) | (18) | (18) | Common | 70,000 | 70,000 | D | ||||||||
Employee Stock Option (Right to Buy) | (19) | (19) | (19) | Common | 70,000 | 70,000 | D | ||||||||
Employee Stock Option (Right to Buy) | (20) | (20) | (20) | Common | 40,000 | 40,000 | D |
Explanation of Responses: |
1. The shares are held in the name of the undersigned's broker. |
2. The reporting person disclaims beneficial ownership of all securities held by his children, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
3. The securities herein were acquired on 09/15/04 pursuant to the Plan indicated in Column 7 at $60.842190 per share in transactions exempt from Section 16(b) pursuant to Rule 16(b)-3(c). |
4. As of 09/15/04, there are 2,740.649 shares held in the account of the undersigned pursuant to the Plan indicated in Column 7. |
5. 45,000 phantom stock shares (Special Retention Program) awarded on 06/14/04 with the effective date of the award to be 07/01/2004 under the Whirlpool Corporation 2002 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Shares will become vested as follows: 50% on 07/01/2007 and 50% on 07/01/2011. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock. |
6. 46,250 phantom stock shares (Special Retention Program) awarded on 02/19/01 under the Whirlpool Corporation 1998 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Restrictions lapse on the remaining 50% of this award on 02/19/08. 15,000 shares were deferred. |
7. Grant of 107.41 phantom shares of common stock ("dividend equivalents") based on phantom shares deferred under the Special Retention Program in transactions exempt under Rule 16b-3. As of 09/15/04, 15,299.90 total phantom shares deferred. |
8. 15,000 option shares with cashless exercise and tax withholding rights awarded on 08/15/95 at the option price of $55.81 per share. All shares are currently exercisable and will expire 10 years from date of grant. |
9. 17,500 option shares with cashless exercise and tax withholding rights awarded on 06/18/96 at the option price of $50.44 per share. All shares are currently exercisable and will expire 10 years from date of grant. |
10. 20,500 option shares with cashless exercise and tax withholding rights awarded on 04/15/97 at the option price of $45.75 per share. All shares are currently exercisable and will expire 10 years from date of grant. |
11. Grant of 440.46 phantom shares of common stock ("dividend equivalents") based on original grant of 50,000 phantom stock shares (Career Stock Award) awarded under the 1996 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16b-3(c). 40,000 phantom shares are currently vested, with the remaining shares becoming vested as follows: 10,000 shares on retirement after age 60. As of 09/15/04, 62,690.80 total phantom shares deferred. |
12. Grant of 44.108 phantom shares of common stock ("dividend equivalents") based on phantom shares deferred under the Executive Deferred Savings Plan in transactions exempt under Rule 16b-3. As of 09/15/04, 6,285.127 total phantom shares deferred. |
13. 18,000 option shares with cashless exercise and tax withholding rights awarded on 06/15/98 at the option price of $63.13 per share. All shares are currently exercisable and will expire 10 years from date of grant. |
14. 50,000 option shares with cashless exercise and tax withholding rights awarded on 04/05/99 at the option price of $52.28 per share. All shares are currently exercisable and will expire 10 years from date of grant. |
15. Grant of 39.571 phantom shares of common stock ("dividend equivalents") based on original deferral of 4,972.906 phantom shares in the Executive Deferred Savings Plan on 08/10/99 in a transaction exempt under Rule 16b-3. As of 09/15/04, 5,638.658 total phantom shares deferred. |
16. 64,000 option shares with cashless exercise and tax withholding rights awarded on 02/14/00 at the option price of $52.19 per share. All shares are currently exercisable and will expire 10 years from date of grant. |
17. 70,000 option shares with cashless exercise and tax withholding rights awarded on 02/19/01 at the option price of $54.07 per share. All shares are currently exercisable and will expire 10 years from date of grant. |
18. 70,000 option shares with cashless exercise and tax withholding rights awarded on 02/18/02 at the option price of $67.29 per share. All shares are currently exercisable and will expire 10 years from date of grant. |
19. 70,000 option shares with cashless exercise and tax withholding rights awarded on 02/17/03 at the option price of $49.60 per share. 35,000 shares are currently exercisable, with the remaining 35,000 shares becoming exercisable on 02/17/05. The options will expire 10 years from date of grant. |
20. 40,000 option shares with cashless exercise and tax withholding rights awarded on 02/16/04 at the option price of $72.94 per share. Shares will become exercisable as follows: one-third on 02/16/05; one-third on 02/16/06; and one-third on 02/16/07. The options will expire 10 years from date of grant. |
Remarks: |
Robert T. Kenagy, Corporate Secretary | 09/17/2004 | |
** 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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |