Whirlpool Corporation
WHIRLPOOL CORP /DE/ (Form: 4, Received: 05/11/2017 16:52:11)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Bitzer Marc R
2. Issuer Name and Ticker or Trading Symbol

WHIRLPOOL CORP /DE/ [ WHR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
PRES & CHIEF OPERATING OFFICER
(Last)          (First)          (Middle)

WHIRLPOOL CORPORATION, 2000 M-63N
3. Date of Earliest Transaction (MM/DD/YYYY)

5/9/2017
(Street)

BENTON HARBOR, MI 49022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/23/2017     G   V 2500   D $0   50322   I   By trust for reporting person  
Common Stock   3/2/2017     G   V 11590   D $0   0   D  
 
Common Stock   3/2/2017     G   V 11590   A $0   61912   I   By trust for reporting person  
Common Stock   5/9/2017     M    12500   A $132.19   12500   D  
 
Common Stock   5/9/2017     S    10800   D $183.7306   (1) 1700   D  
 
Common Stock   5/9/2017     S    1700   D $184.6706   (2) 0   D  
 
Common Stock   5/10/2017     M    8024   A $132.19   8024   D  
 
Common Stock   5/10/2017     S (3)    6814   D $183.8036   (4) 1210   D  
 
Common Stock   5/9/2017     G   V 300   D $0   61612   I   By trust for reporting person  
Common Stock   5/9/2017     G   V 300   A $0   632   I   By trust for immediate family members  
Common Stock                  762.843   I   401(k) Stock Fund  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Employee Stock Options (Right to Buy)   $132.19   5/9/2017     M         12500    2/15/2017   (5) 2/15/2026   Common   12500   $0   47860   D  
 
Employee Stock Options (Right to Buy)   $132.19   5/10/2017     M         8024    2/15/2017   (5) 2/15/2026   Common   8024   $0   39836   D  
 

Explanation of Responses:
(1)  The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $183.38 to $184.34, inclusive. The reporting person undertakes to provide to Whirlpool Corporation, any security holder of Whirlpool Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
(2)  The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $184.52 to $184.68, inclusive. The reporting person undertakes to provide to Whirlpool Corporation, any security holder of Whirlpool Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
(3)  Represents sales to cover the option exercise price and associated tax withholding obligation on acquisition of 1,210 shares.
(4)  The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $183.8028 to $183.82, inclusive. The reporting person undertakes to provide to Whirlpool Corporation, any security holder of Whirlpool Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote
(5)  Remaining options will vest and become exercisable in two equal installments on 02/15/2018 and 02/15/2019.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Bitzer Marc R
WHIRLPOOL CORPORATION
2000 M-63N
BENTON HARBOR, MI 49022
X
PRES & CHIEF OPERATING OFFICER

Signatures
/s/ Bridget K. Quinn, Attorney-in-Fact 5/11/2017
** 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).
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