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As Of Filer Filing As/For/On Docs:Pgs Issuer Agent 9/07/05 Doyle Richard J 4 9/06/05 1:8 Modine Manufacturing Co Modine Manufacturing Co
Document/Exhibit Description Pages Size
1: 4 Statement of Change in Beneficial Ownership of XML 13K
Securities
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| FORM 4 | 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MODINE MANUFACTURING CO [ MOD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
9/6/05 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
| Modine common stock | 9/6/05 | M | 231 | A | $28.8669 | 0 | D | |||
| Modine common stock | 9/6/05 | M | 1,024 | A | $27.3343 | 0 | D | |||
| Modine common stock | 9/6/05 | M | 18,207 | A | $28.8669 | 0 | D | |||
| Modine common stock | 9/6/05 | F | 14,999 | D | $35.04 | 19,463 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 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 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: 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 option | $33.7407 | 7/15/98 | 7/15/08 | Modine common stock | 15,365 | 15,365 ( 1 ) | D | ||||||||
| Employee stock option | $27.3343 | 9/6/05 | M | 1,024 | 7/19/00 | 7/19/10 | Modine common stock | 1,024 | $27.3343 | 0 | D | ||||
| Employee stock option | $28.8669 | 9/6/05 | M | 18,438 | 7/18/01 | 7/18/11 | Modine common stock | 18,438 | $28.8669 | 0 | D | ||||
| Employee stock option | $29.7846 | 7/21/04 | 7/21/14 | Modine common stock | 18,438 | 18,438 ( 2 ) | D | ||||||||
| Explanation of Responses: |
| 1. This option was previously reported as an option for 15,000 shares of common stock at an exercise price of $34.5625 per share, but was adjusted 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. |
| 2. This option was previously reported as an option for 18,000 shares of common stock at an exercise price of $30.51 per share. See footnote 1 for further explanation. |
| /s/D. R. Zakos, Attorney-in-Fact for R. J. Doyle | 9/7/05 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
| ________ Transaction Codes: | |
| F | Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. |
| M | Exercise or conversion of derivative security exempted pursuant to Rule 16b-3. |
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