Sec Form 4 Filing - SWIFT DAVID L @ WHIRLPOOL CORP /DE/ - 2007-02-19

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
SWIFT DAVID L
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)
PRESIDENT WHIRLPOOL N. AMER
(Last) (First) (Middle)
WHIRLPOOL CORPORATION, 2000 M-63N
3. Date of Earliest Transaction (MM/DD/YY)
02/19/2007
(Street)
BENTON HARBOR, MI49022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 6,789 D ( 1 )
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. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Restricted Shares (Strategic Excellence Program) ( 2 ) 02/19/2007 A( 2 ) 12,023 ( 2 ) ( 2 ) Common 12,023 $ 0 12,023 D
Employee Stock Option (Right to Buy) $ 94.47 02/19/2007 A( 3 ) 19,100 ( 3 ) ( 3 ) Common 19,100 $ 0 19,100 D
Phantom Restricted Shares (Strategic Excellence Program) ( 4 ) ( 4 ) ( 4 ) Common ( 4 ) 2,827.957 ( 4 ) D
Deferred Phantom ESAP Stock in WEDSP II ( 5 ) ( 5 ) ( 5 ) Common ( 5 ) 751.604 ( 5 ) D
Phantom Restricted Shares (Special Retention Program) ( 6 ) ( 6 ) ( 6 ) Common ( 6 ) 12,893.32 ( 6 ) D
Phantom Restricted (Career) Stock ( 7 ) ( 7 ) ( 7 ) Common ( 7 ) 28,156.37 ( 7 ) D
Phantom Restricted Shares (Special Retention Program) ( 8 ) ( 8 ) ( 8 ) Common 12,500 12,500 D
Phantom Restricted Shares (Special Retention Program) ( 9 ) ( 9 ) ( 9 ) Common 30,000 30,000 D
Phantom Restricted Shares (Maytag Recognition Awards) ( 10 ) ( 10 ) ( 10 ) Common 15,000 15,000 D
Employee Stock Option (Right to Buy) ( 11 ) ( 11 ) ( 11 ) Common 20,600 20,600 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SWIFT DAVID L
WHIRLPOOL CORPORATION
2000 M-63N
BENTON HARBOR, MI49022
X PRESIDENT WHIRLPOOL N. AMER
Signatures
/s/ Robert T. Kenagy 02/21/2007
Signature of Reporting Person Date
Explanation of Responses:
( 1 )5,181 shares are held in name of the undersigned's broker.
( 2 )12,023 phantom stock shares (Strategic Excellence Program) awarded on 02/19/2009 under the SEP 2006 grant of contingent shares made pursuant to the 2002 Whirlpool Corporation Omnibus Stock and Incentive Plan in transaction exempt under Rule 16(b)-3(c). Time restrictions will lapse and shares will become vested on 02/19/2009.
( 3 )19,100 option shares awarded on 02/19/2007 at the option price of $94.47 per share with cashless exercise and tax withholding rights. Shares will become exercisable as follows: one-third on 02/19/2008; one-third on 02/19/2009; and one-third on 02/19/2010. The options will expire 10 years from the date of grant.
( 4 )2,799.76 phantom shares deferred under the 2004 SEP award in a transaction exempt under Rule 16b-3. These shares were reported in Table II as derivative securities in prior filings. As of 02/14/2007, a total of 2,827.957 phantom shares have been deferred from all awards, which includes dividend equivalents earned in phantom restricted stock.
( 5 )724.50 phantom shares deferred under the Executive Deferred Savings Plan II in transactions exempt under Rule 16b-3. As of 12/15/06, the latest date for which information is reasonably available, 751.604 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.
( 6 )Deferral of 12,266.37 phantom restricted shares (Special Retention Program) awarded under the 1998 Whirlpool Corporation Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). As of 12/15/06, the latest date for which information is reasonably available, 12,893.32 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.
( 7 )25,000 phantom stock shares (Career Stock Award) awarded under the 1996 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Phantom shares will become vested as follows: 10,000 shares on 11/26/10; and 5,000 shares on retirement after age 60. As of 12/15/06, the latest date for which information is reasonably available, 28,156.37 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.
( 8 )12,500 phantom stock shares (Special Retention Program) awarded under the Whirlpool Corporation 1998 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Shares will vest on 11/26/08. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock.
( 9 )30,000 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 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.
( 10 )Award of 15,000 phantom stock shares (Maytag Recognition Awards) on 08/13/2006 under the Whirlpool Corporation 2002 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Restrictions will lapse on the award on 08/13/2009. Dividend equivalents will be paid annually in cash.
( 11 )20,600 option shares with cashless exercise and tax withholding rights awarded on 02/20/2006 at the option price of $89.16 per share. 6,867 shares are currently exercisable with the remaining shares to become exercisable as follows: one-third on 02/20/2007; and one-third on 02/20/2009. The options will expire 10 years from the date of grant.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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