SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Nochowitz Matthew

(Last) (First) (Middle)
2000 N M63

(Street)
BENTON HARBOR MI 49022

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2018
3. Issuer Name and Ticker or Trading Symbol
WHIRLPOOL CORP /DE/ [ WHR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President and Controller
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common 8,422.648 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) (1) 02/20/2022 Common 375 71.03 D
Employee Stock Option (Right to Buy) (2) 02/18/2023 Common 1,376 111.33 D
Employee Stock Option (Right to Buy) (3) 02/17/2024 Common 1,771 138.56 D
Employee Stock Option (Right to Buy) (4) 02/16/2025 Common 1,553 213.23 D
Employee Stock Option (Right to Buy) (5) 02/15/2026 Common 3,266 132.19 D
Employee Stock Option (Right to Buy) (6) 02/20/2027 Common 2,427 177.19 D
Employee Stock Option (Right to Buy) (7) 02/19/2028 Common 2,899 172.7 D
Restricted Stock Units 04/01/2019(8) (8) Common 2,500 (8) D
Restricted Stock Units 02/15/2019(9) (9) Common 253 (9) D
Restricted Stock Units 02/20/2019(10) (10) Common 396 (10) D
Restricted Stock Units 02/19/2021(11) (11) Common 2,500 (11) D
Restricted Stock Units 02/19/2019(12) (12) Common 643 (12) D
Explanation of Responses:
1. The option became exercisable in three substantially equal annual installments beginning on February 20, 2013.
2. The option became exercisable in three substantially equal annual installments beginning on February 18, 2014.
3. The option became exercisable in three substantially equal annual installments beginning on February 17, 2015.
4. The option became exercisable in three substantially equal annual installments beginning on February 16, 2016.
5. The option became exercisable in three substantially equal annual installments beginning on February 15, 2017 and the remaining installment will become exercisable on February 15, 2019.
6. The option became exercisable in three substantially equal annual installments beginning on February 20, 2018 and the remaining installments will become exercisable on February 20, 2019 and February 20, 2020.
7. The option becomes exercisable in three substantially equal annual installments beginning on February 19, 2019.
8. The restricted stock units, granted on April 1, 2014 in the amount of 7,500 restricted stock units, have one remaining vesting date on April 1, 2019 in the amount of 2,500 restricted stock units. The remaining restricted stock units will vest and convert one-for-one to shares on that date.
9. The restricted stock units, granted on February 15, 2016 in the amount of 767 restricted stock units, have one remaining vesting date on February 15, 2019 in the amount of 253 restricted stock units. The remaining restricted stock units will vest and convert one-for-one to shares on that date.
10. The restricted stock units, granted on February 20, 2017 in the amount of 603 restricted stock units, vest in three equal installments beginning on February 20, 2018. The remaining restricted stock units will vest and convert one-for-one to shares as follows: one-third of the original grant on February 20, 2019 and one-third of the original grant on February 20, 2020.
11. The restricted stock units, granted on February 19, 2018, will vest on February 19, 2021 and convert one-for-one to shares.
12. The restricted stock units, granted on February 19, 2018, will vest and convert one-for-one to shares as follows: one-third of the original grant on February 19, 2019, one-third of the original grant on February 19, 2020, and one-third of the original grant on February 19, 2021.
Remarks:
/s/ Bridget K. Quinn, Attorney-in-Fact 08/07/2018
** 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 5 (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.
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POWER OF ATTORNEY

    Know all by these presents, that the undersigned hereby constitutes and appoints each of BRIDGET K. QUINN and SCOTT J. DORFMAN, or either of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to:

(1)    prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2)      execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Whirlpool Corporation (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned's ownership, acquisition, or disposition of securities of the Company;

(3)      do and perform any and all acts for and on behalf of the undersigned which may be
 necessary or desirable to complete and execute any such Form 3, 4, or 5, or other form or report, complete and execute any amendment or amendments thereto, and timely file such form or report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(4)    take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

    This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of August, 2018.

                                
    /s/ Matthew M. Nochowitz