4 1 edgar.htm 4 Form 4

FORM 4

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

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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).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By Romeo & Dye's Instant Form 4 Filer
www.section16.net

1. Name and Address of Reporting Person*

Administrative Committee of the Modine Employee Stock Ownership Plan (ESOP)

2. Issuer Name and Ticker or Trading Symbol
Modine Manufacturing Company - MODI

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                                       10% Owner
    Officer (give title below)      X Other (specify below)

See Column 6 Footnote below                       

(Last)      (First)     (Middle)

c/o Modine Manufacturing Company Attn: D. R. Zakos
1500 DeKoven Avenue

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

39-6266014

4. Statement for
Month/Day/Year
11/18/02

(Street)

Racine, WI 53403

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
    Form filed by One Reporting Person
X Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship 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, $0.625 Par

11/18/02

 

J(1)

 

454

D

N/A

3,743,146

 (2)

 
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FORM 4 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Explanation of Responses:

(1) Withdrawal of Stock by Plans' Participants per Plans' rules.
(2) Contingent power to vote more than 10% of the Company's Common Stock held in the Plans to the extent not voted by Plan participants. Pursuant to Rule 16a-3, beneficial ownership of the securities reported is specifically disclaimed. This statement is being filed by the Administrative Committee as administrative convenience on behalf of the following officers and directors who are participants in the plans. The following set forth the identity of each participating officer and/or director with the amounts of the Company's Common Stock attributable to such officer or director for the period covered by this statement. R. S. Bullmore - currently owned 19,319.2723 A. D. DeVuono - currently owned 2,607.3049 G. A. Fahl - currently owned 5,576.5900 C. C. Harper - currently owned 1,035.0100 D. R. Johnson - currenlty owned 17,027.7024 C. R. Katzfey - currently owned 8,195.8741 R. W. Possehl - currently owned 26,190.6415 D. B. Rayburn - currently owned 8,163.2965 J. R. Rulseh - currently owned 8,566.8473 D. P. Spiewak - currently owned 180.4951 E. T. Thomas - currently owned 239.3629 D. R. Zakos - currenlty owned 7,179.6812. No additional shares purchased at this time.
  By: /s/ Modine Employee Stock Ownership Plan (ESOP)
             BY: Roger L. Hetrick, Member of Committee
**Signature of Reporting Person		 11/19/02
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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