Statement of Changes in Beneficial Ownership (4)
June 02 2020 - 7:18PM
Edgar (US Regulatory)
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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3235-0287
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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
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1. Name and Address of Reporting Person
*
Miller Scott Arlan |
2. Issuer Name and Ticker or Trading Symbol
MODINE MANUFACTURING CO
[
MOD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Global Coils and Coolers |
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(Last)
(First)
(Middle)
1500 DEKOVEN AVE. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/29/2020 |
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(Street)
RACINE, WI 53403
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common stock | 5/29/2020 | | F | | 869 (1) | D | $5.35 | 46524 | D | |
| Common stock | 5/30/2020 | | A | | 6413 (2) | A | $0 | 52937 | D | |
| Common stock | 5/30/2020 | | F | | 623 (1) | D | $5.35 | 52314 | D | |
| Common stock | 5/31/2020 | | F | | 384 (1) | D | $5.35 | 51930 | D | |
| Common stock | 6/1/2020 | | F | | 396 (1) | D | $5.34 | 51534 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Explanation of Responses: |
| (1) | Shares disposed of in a private transaction to cover tax withholding. |
| (2) | The performance period for Performance Stock under the long-term incentive compensation plan initiated in June 2017 terminated in calendar 2020. The amount of the award varied based upon the achievement of Threshold, Target or Maximum levels. Under that plan, the Company used two measures to determine the payouts: Three-Year Average ROACE ("ROACE") and Annual Revenue Growth. The Company's ROACE for the performance period was 8.2% and Annual Revenue Growth was 11.5%, both of which exceeded the Threshold level for those performance measures. As a result, in accordance with the long-term incentive compensation plan, the Company issued shares of unrestricted stock at approximately 126% of the Target. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Miller Scott Arlan
1500 DEKOVEN AVE.
RACINE, WI 53403 |
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| VP, Global Coils and Coolers |
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Signatures
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| Sylvia A. Stein, Attorney in Fact | | 6/2/2020 |
| **Signature of Reporting Person | Date |
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