FORM 4 |
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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 |
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Check this box if no longer |
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(Print or Type Responses) |
1. Name and Address of Reporting Person*
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2. Issuer Name and Ticker or Trading Symbol Modine Manufacturing Company - MODI
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6. Relationship of Reporting Person(s) to Issuer |
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X |
Director |
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10% Owner |
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Officer (give |
Other (specify |
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President and Chief Executive Officer |
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(Last) (First) (Middle) Modine Manufacturing Company 1500 DeKoven Avenue |
3. I.R.S. Identification
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4. Statement for 2/03/03 |
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5. If Amendment,
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X |
Form filed by One Reporting Person |
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(Street) Racine WI 53403 |
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Form filed by More than One Reporting Person |
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(City) (State) (Zip) |
Table I ¾ Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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1. Title of Security |
2. Trans- |
2A. |
3. Trans- |
4. Securities Acquired (A) |
5. Amount of |
6. Owner- |
7. Nature of |
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Code |
V |
Amount |
(A) |
Price |
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Common Stock |
2,293.1554 |
I |
By 401(k) |
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Common Stock |
8,216.9954 |
I |
By ESOP |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
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* |
If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
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Persons who respond to the collection of information contained |
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(Over) |
FORM 4 (continued) |
Table II ¾
Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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1. Title of Derivative |
2. Conver- |
3. Trans- (Month/ |
3A. (Month/ |
4. Trans- |
5. Number of Deriv- |
6. Date Exer- |
7. Title and Amount of |
8. Price |
9. Number |
10. Owner- |
11. Nature |
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Code |
V |
(A) |
(D) |
Date |
Expira- |
Title |
Amount or |
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Options with tandem tax withholding rights |
$18.25 |
1/20/ |
1/20 |
Common Stock |
5,479 |
5,479 |
D |
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Options with tandem tax withholding rights |
$30.00 |
1/19/ |
1/19 |
Common Stock |
10,000 |
10,000 |
D |
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Options with tandem tax withholding rights |
$28.50 |
1/18 |
1/18/ |
Common Stock |
11,000 |
11,000 |
D |
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Options with tandem tax withholding rights |
$22.75 |
1/17/ |
1/17/ |
Common Stock |
15,000 |
15,000 |
D |
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Options with tandem tax withholding rights |
$25.25 |
1/15/ |
1/15/ |
Common Stock |
15,000 |
15,000 |
D |
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Options with tandem tax withholding rights |
$33.9375 |
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1/21/ |
1/21/ |
Common Stock |
15,000 |
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15,000 |
D |
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Options with tandem tax withholding rights |
$33.25 |
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1/20/ |
1/20 |
Common Stock |
20,000 |
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20,000 |
D |
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Options with tandem tax withholding rights |
$25.00 |
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1/19/ |
1/19/ |
Common Stock |
25,000 |
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25,000 |
D |
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Options with tandem tax withholding rights |
$23.25 |
1/17/ |
1/17/ |
Common Stock |
25,000 |
25,000 |
D |
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Options with tandem tax withholding rights |
$22.78 |
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1/16/ |
1/16/ |
Common Stock |
40,000 |
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40,000 |
D |
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Options with tandem tax withholding rights |
$18.53 |
1/06/ |
1/06/ |
Common Stock |
22,400 |
22,400 |
D |
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Phantom Stock (1) |
1 for 1 |
(2) |
A |
252 |
(5) |
(5) |
Common Stock |
252 |
(2) |
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Phantom Stock (1) |
1 for 1 |
(3) |
A |
205 |
(5) |
(5) |
Common Stock |
205 |
(3) |
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Phantom Stock (1) |
1 for 1 |
(4) |
A |
482 |
(5) |
(5) |
Common Stock |
482 |
(4) |
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Phantom Stock (1) |
1 for 1 |
(5) |
(5) |
Common Stock |
1,124(6) |
1,124(6) |
D |
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Phantom Stock (1) |
1 for 1 |
2/03/03 |
D |
1,124 |
(7) |
(7) |
Common Stock |
1,124 |
$16.20 |
0 |
D |
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Phantom Stock Units |
1 for 1 |
2/03/03 |
A |
602.9695 |
(8) |
(8) |
Common Stock |
602.9695 |
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Phantom Stock Units |
1 for 1 |
(8) |
(8) |
Common Stock |
5,553.5868 (9) |
5,553.5868 (9) |
D |
Explanation of Responses: |
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The plans under which these options were granted, which complies with Rule 16b-3, allows for the provision of tax withholding rights. The Reporting Person is a participant in the Modine Employee Stock Ownership Plan (ESOP), Modine Common Stock Fund Units and the Modine Manufacturing Company Pension Trusts. The entities (with the exception of the Modine Common Stock Fund) are also Reporting Persons pursuant to Section 16(a) and files separate statements. Shares held by the Reporting Person in the Plan or Trust are reported on this Statement and on statements filed by the Plan. |
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s/D. B. Rayburn |
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February 5, 2003 |
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** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. |
**Signature of Reporting Person |
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Date |
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See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, |
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Potential persons who are to respond to the collection of information contained in this form are not |
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Page 2 |
Name and Address of Reporting Person:
D. B. Rayburn
Modine Manufacturing Company
1500 DeKoven Avenue
Racine, WI 53403
Issuer Name and Ticker or Trading Symbol
Modine Manufacturing Company - MODI
Statement for Month/Date/Year:
2/03/03
(1) This report excludes shares of phantom stock acquired pursuant to the Modine Manufacturing Company Executive Supplemental Stock Plan (the "Plan") prior to August 15, 1996, that were excludable from the definition of "derivative securities" pursuant to former Rule 16a-1(c)(3) and remain outside the scope of Section 16.
(2) These shares of phantom stock were accrued under the on various dates from August 15, 1996 through March 31, 1997 at prices ranging from $25.00 to $27.00 per share.
(3) These shares of phantom stock were accrued under the Plan on various dates during the fiscal year ended March 31, 1998 at prices ranging from $29.625 to $35.375 per share.
(4) These shares of phantom stock were accrued under the Plan on various dates during the fiscal year ended March 31, 1999 at prices ranging from $27.28 to $37.750 per share.
(5) The shares of phantom stock become payable in cash upon the reporting person's retirement or other termination of employment.
(6) Includes phantom shares acquired pursuant to a dividend reinvestment feature of the Plan in transactions exempt from Section 16 pursuant to Rule 16a-11.
(7) These shares of phantom stock are being settled in cash upon termination of the Plan.
(8) These phantom stock units were accrued under the Modine Manufacturing Company Non-Qualified Deferred Compensation Plan and are to be settled in cash following the reporting person's retirement or other termination of employment.
(9) Includes phantom stock units acquired pursuant to a dividend reinvestment feature of the Modine Manufacturing Company Non-Qualified Deferred Compensation Plan in transactions exempt from Section 16 pursuant to Rule 16a-11.