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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee stock option | $ 22.2091 | 01/17/1996 | 01/17/2006 | Modine common stock | 8,195 | 8,195 (3) | D | ||||||||
| Employee stock option | $ 24.6497 | 01/15/1997 | 01/15/2007 | Modine common stock | 8,194 | 8,194 (4) | D | ||||||||
| Employee stock option | $ 33.1306 | 01/21/1998 | 01/21/2008 | Modine common stock | 8,195 | 8,195 (5) | D | ||||||||
| Employee stock option | $ 32.4594 | 01/20/1999 | 01/20/2009 | Modine common stock | 8,194 | 8,194 (6) | D | ||||||||
| Employee stock option | $ 24.4056 | 01/19/2000 | 01/19/2010 | Modine common stock | 8,194 | 8,194 (7) | D | ||||||||
| Employee stock option | $ 22.6972 | 01/17/2001 | 01/17/2011 | Modine common stock | 9,219 | 9,219 (8) | D | ||||||||
| Employee stock option | $ 22.2384 | 01/16/2002 | 01/16/2012 | Modine common stock | 20,487 | 20,487 (9) | D | ||||||||
| Employee stock option | $ 18.0894 | 01/06/2003 | 01/16/2013 | Modine common stock | 11,472 | 11,472 (10) | D | ||||||||
| Employee stock option | $ 28.4764 | 01/20/2004 | 01/20/2014 | Modine common stock | 12,292 | 12,292 (11) | D | ||||||||
| Employee stock option | $ 30.8194 | 01/18/2005 | 01/18/2015 | Modine common stock | 10,653 | 10,653 (12) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| RULSEH JAMES R 1500 DEKOVEN AVENUE RACINE, WI 53403 |
Group Vice President | |||
| /s/D. R. Zakos, Attorney-in-Fact for J. R. Rulseh | 08/01/2005 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Registrant disposed of 1,922.5186 units of common stock indirectly held in his Modine Stock Fund account (formerly known as ESOP) pursuant to a diversification election made under the Internal Revenue Code. The transaction was pursuant to an irrevocable commitment to sell made by the reporting person to the Modine Stock Fund trustee. |
| (2) | This total includes 1,559.9887 units of Modine common stock indirectly held in the Registrant's Modine 401(k) Retirement Plan account, 54.4738 units of Modine common stock indirectly held in the Registrant's Modine Deferred Compensation Plan account and 1,922.5183 units of Modine common stock indirectly held in the Registrant's Modine Stock Fund account. |
| (3) | This option was previously reported as an option for 8,000 shares of common stock at an exercise price of $22.75 per share, but was adjdusted to reflect the stock dividend declared by Modine on July 21, 2005 in connection with the spin off and merger of Modine's Aftermarket Business in a reverse Morris Trust transaction. As a result of the stock dividend, stock options granted by Modine were adjusted to retain their intrinsic value. |
| (4) | This option was previously reported as an option for 8,000 shares of common stock at an exercise price of $25.25 per share. See footnote 3 for explanation. |
| (5) | This option was previously reported as an option for 8,000 shares of common stock at an exercise price of $33.9375 per share. See footnote 3 for explanation. |
| (6) | This option was previously reported as an option for 8,000 shares of common stock at an exercise price of $33.25 per shares. See footnote 3 for explanation. |
| (7) | This option was previously reported as an option for 8,000 shares of common stock at an exercise price of $25.00 per share. See footnote 3 for explanation. |
| (8) | This option was previously reported as an option for 9,000 shares of common stock at an exercise price of $23.25 per share. See footnote 3 for explanation. |
| (9) | This option was previously reported as an option for 20,000 shares of common stock at an exercise price of $22.78 per share. See footnote 3 for explanation. |
| (10) | This option was previously reported as an option for 11,000 shares of common stock at an exercise price of $18.53 per share. See footnote 3 for explanation. |
| (11) | This option was previously reported as an option for 12,000 shares of common stock at an exercise price of $29.17 per share. See footnote 3 for explanation. |
| (12) | This option was previously reported as an option for 10,400 shares of common stock at an exercise price of $31.57 per share. See footnote 3 for explanation. |