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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $ 89.16 (3) | 02/20/2006 | A(3) | 5,600 | (3) | (3) | Common | 5,600 | $ 0 | 5,600 | D | ||||
| Phantom Restricted Shares (Strategic Excellence Program) | (4) | (4) | (4) | Common | (4) | 493.5 (4) | D | ||||||||
| Phantom Restricted Shares (Strategic Excellence Program) | (5) | (5) | (5) | Common | 658 | 658 | D | ||||||||
| Employee Stock Option (Right to Buy) | (6) | (6) | (6) | Common | 3,000 | 3,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | (7) | (7) | (7) | Common | 7,500 | 7,500 | D | ||||||||
| Employee Stock Option (Right to Buy) | (8) | (8) | (8) | Common | 9,000 | 9,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | (9) | (9) | (9) | Common | 18,000 | 18,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | (10) | (10) | (10) | Common | 4,178 | 4,178 | D | ||||||||
| Deferred Phantom ESAP Stock in WEDSP | (11) | (11) | (11) | Common | (11) | 958.268 (11) | D | ||||||||
| Deferred Phantom ESAP Stock in WEDSP II | (12) | (12) | (12) | Common | (12) | 514.562 (12) | D | ||||||||
| Phantom Restricted Stock (Special Retention Program) | (13) | (13) | (13) | Common | (13) | 7,630.39 (13) | D | ||||||||
| Phantom Restricted Stock (Special Retention Program) | (14) | (14) | (14) | Common | 7,400 | 7,400 | D | ||||||||
| Phantom Restricted Stock (Special Retention Program) | (15) | (15) | (15) | Common | 20,000 | 20,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Yaggi William T 2000 M-63N BENTON HARBOR, MI 49022 |
EXECUTIVE VICE PRESIDENT | |||
| /s/ Robert T. Kenagy, Corporate Secretary | 02/22/2006 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | 3,488 shares are held in a brokerage account in the undersigned's name. |
| (2) | As of 12/15/05, the latest date for which information is reasonably available, there are 251.534 shares held in the account of the undersigned pursuant to the Plan indicated in Column 7. |
| (3) | 5,600 option shares with cashless exercise and tax withholding rights awarded on 02/20/2006 at the option price of $89.16 per share. Shares will become exercisable as follows: one-third on 02/20/2007; one-third on 02/20/2008; and one-third on 02/20/2009. The options will expire 10 years from the date of grant. |
| (4) | Deferral of a 2004 SEP award payment owed due to the lapse of restrictions on 02/14/2006. The 2004 SEP award was made under the Whirlpool Corporation 2002 Omnibus Stock & Incentive Plan in a transaction exempt under Rule 16b-3. These shares were reported in Table II as derivative securities in prior filings. |
| (5) | 658 phantom stock shares (Strategic Excellence Program) awarded on 02/14/2005 under the SEP 2004 grant made pursuant to the 2002 Whirlpool Corporation Omnibus Stock & Incentive Plan in transactions exempt under Rule 16(b)-3(c). Time restrictions on these shares will lapse on 02/14/2007. |
| (6) | 3,000 option shares awarded on 06/15/1998 at the option price of $63.13 per share with tax withholding rights. All shares are currently exercisable and will expire 10 years from the date of grant. |
| (7) | 7,500 option shares awarded on 02/19/2001 at the option price of $54.07 per share with cashless exercise and tax withholding rights. All shares are currently exercisable and will expire 10 years from the date of grant. |
| (8) | 9,000 option shares awarded on 02/18/2002 at the option price of $67.29 per share with cashless exercise and tax withholding rights. All shares are currently exercisable and will expire 10 years from the date of grant. |
| (9) | 18,000 option shares awarded on 02/17/2003 at the option price of $49.60 per share with cashless exercise and tax withholding rights. All shares are currently exercisable and will expire 10 years from the date of grant. |
| (10) | 4,178 option shares awarded on 02/16/2004 at the option price of $72.94 per share with cashless exercise and tax withholding rights. 2,785 shares are currently exercisable with the remaining shares becoming exercisable on 02/16/2007. The options will expire 10 years from the date of grant. |
| (11) | 891.44 phantom shares deferred under the Executive Deferred Savings Plan in transactions exempt under Rule 16b-3. As of 12/15/05, the latest date for which information is reasonably available, 958.268 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock. |
| (12) | 506 phantom shares deferred under the Executive Deferred Savings Plan in transactions exempt under Rule 16b-3. As of 12/15/05, the latest date for which information is reasonably available, 514.562 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock. |
| (13) | Original deferral of 7,400 phantom restricted share (Special Retention Program) awarded under the Whirlpool Corporation 1998 Omnibus Stock & Incentive Plan in transactions exempt under Rule 16(b)-3(c). As of 12/15/05, the latest date for which information is reasonably available, 7,630.390 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock. |
| (14) | 7,400 phantom stock shares (Special Retention Program) awarded under the Whirlpool Corporation 1998 Omnibus Stock & Incentive Plan in transactions exempt under Rule 16(b)-3(c). Shares will vest on 02/18/2008. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock. |
| (15) | 20,000 phantom stock shares (Special Retention Program) awarded on 06/14/2004 with the effective date of the award to be 07/01/2004 under the Whirlpool Corporation 2002 Omnibus Stock & 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. |