Edgar Filing: WHIRLPOOL CORP /DE/

Ownership Submission

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Bitzer Marc R

2. Issuer Name and Ticker or Trading Symbol
WHIRLPOOL CORP /DE/ [WHR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EXECUTIVE VICE PRESIDENT

(Last)

(First)

(Middle)

2000 M-63N

3. Date of Earliest Transaction (Month/Day/Year)
04/26/2007

(Street)

BENTON HARBOR, MI 49022

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/26/2007		M⁽¹⁾		9,412	A	$ 69.54	22,136	D ⁽³⁾
Common Stock	04/26/2007		S⁽¹⁾		600	D	$ 108.69	21,536	D ⁽³⁾
Common Stock	04/26/2007		S⁽¹⁾		500	D	$ 108.7	21,036	D ⁽³⁾
Common Stock	04/26/2007		S⁽¹⁾		1,200	D	$ 108.71	19,836	D ⁽³⁾
Common Stock	04/26/2007		S⁽¹⁾		400	D	$ 108.72	19,436	D ⁽³⁾
Common Stock	04/26/2007		S⁽¹⁾		1,000	D	$ 108.73	18,436	D ⁽³⁾
Common Stock	04/26/2007		S⁽¹⁾		700	D	$ 108.74	17,736	D ⁽³⁾
Common Stock	04/26/2007		S⁽¹⁾		1,900	D	$ 108.75	15,836	D ⁽³⁾
Common Stock	04/26/2007		S⁽¹⁾		1,600	D	$ 108.77	14,236	D ⁽³⁾
Common Stock	04/26/2007		S⁽¹⁾		700	D	$ 108.78	13,536	D ⁽³⁾
Common Stock	04/26/2007		S⁽¹⁾		100	D	$ 108.79	13,436	D ⁽³⁾
Common Stock	04/26/2007		S⁽¹⁾		300	D	$ 108.8	13,136	D ⁽³⁾
Common Stock	04/26/2007		S⁽¹⁾		412	D	$ 108.82	12,724	D ⁽³⁾
Common Stock	04/26/2007		M⁽²⁾		2,588	A	$ 69.54	15,312	D ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

⁽¹⁾

04/26/2007

M⁽¹⁾

9,412

⁽¹⁾

Common

9,412

$ 0

2,588

Employee Stock Option (Right to Buy)

⁽²⁾

04/26/2007

M⁽²⁾

2,588

⁽²⁾

Common

2,588

$ 0

Phantom Restricted Shares (Strategic Excellence Program)

⁽⁴⁾

Common

4,246

Phantom Restricted (Career) Stock

⁽⁵⁾

Common

⁽⁵⁾

23,428.27 ⁽⁵⁾

Phantom Restricted Shares (Special Retention Program)

⁽⁶⁾

Common

9,250

Phantom Restricted Shares (Special Retention Program)

⁽⁷⁾

Common

20,000

Employee Stock Option (Right to Buy)

⁽⁸⁾

Common

3,563

Employee Stock Option (Right to Buy)

⁽⁹⁾

Common

6,932

Employee Stock Option (Right to Buy)

⁽¹⁰⁾

Common

9,145

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Bitzer Marc R 2000 M-63N BENTON HARBOR, MI 49022			EXECUTIVE VICE PRESIDENT

Signatures

/s/ Daniel F. Hopp, Corporate Secretary		04/27/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Cashless exercise of 9,412 shares and immediate sale through broker of an award granted on 02/18/2002 at the option price of $69.54 per share with the cashless exercise and tax withholding rights. All shares were exercisable and would have expired 10 years from the date of grant.
(2)	Exercise of 2,588 shares of an award granted on 02/18/2002 at the option price of $69.54 per share with the cashless exercise and tax withholding rights. All shares were exercisable and would have expired 10 years from the date of grant.
(3)	12,167 shares are held in the name of the undersigned's broker.
(4)	4,246 phantom stock shares (Strategic Excellence Program) awarded on 02/19/2007 under the SEP 2006 grant of contingent shares made pursuant to the 2002 Whirlpool Corporation Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Time restrictions will lapse and shares will become vested on 02/19/2009.
(5)	20,000 phantom stock shares (Career Stock Award) awarded under the Whirlpool Corporation 1989 Omnibus Stock & Incentive Plan in transactions exempt under Rule 16(b)-3(c). 8,000 phantom shares are currently vested, with the remaining shares becoming vested as follows: 8,000 shares on 08/24/2010; and 4,000 shares on retirement after age 60. As of 03/15/2007, the latest date for which information is reasonably available, 23,428.27 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.
(6)	9,250 phantom stock shares (Strategic Retention Program) awarded under the Whirlpool Corporation 1998 Omnibus Stock & Incentive Plan in transactions exempt under Rule 16(b)-3(c). Shares will vest on 02/19/2008. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock.
(7)	20,000 phantom stock shares (Strategic 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 & 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.
(8)	3,563 option shares awarded on 02/16/2004 at the option price of $75.32 per share with cashless exercise and tax withholding rights. All shares are currently exercisable and will expire 10 years from the date of grant.
(9)	6,932 option shares with cashless exercise and tax withholding rights awarded on 02/20/2006 at the option price of $89.16 per share. 2,311 shares are currently exercisable with the remaining shares becoming exercisable as follows: one-third on 02/20/2008 and one-third on 02/20/2009. The options will expire 10 years from the date of grant.
(10)	9,145 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.

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