Edgar Filing: MODINE MANUFACTURING CO

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 ^*

ZAKOS DEAN R

2. Issuer Name and Ticker or Trading Symbol
MODINE MANUFACTURING CO [MOD]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
VP,Gen. Counsel and Secretary

(Last)

(First)

(Middle)

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2005

(Street)

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)
Modine common stock	07/28/2005		M		4,056	A	$ 24.6497	0	D
Modine common stock	07/28/2005		F		2,799	D	$ 35.71	0	D
Modine common stock	07/28/2005		M		3,073	A	$ 22.2091	0	D
Modine common stock	07/28/2005		F		1,911	D	$ 35.71	51,266.3287 ⁽¹⁾	D

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

$ 22.2091

07/28/2005

3,073

01/17/1996

01/17/2006

Modine common stock

3,073

$ 22.2091

0 ⁽²⁾

Employee stock option

$ 24.6497

07/28/2005

4,056

01/15/1997

01/15/2007

Modine common stock

4,056

$ 24.6497

41 ⁽³⁾

Employee stock option

$ 33.1306

01/21/1998

01/21/2008

Modine common stock

6,146

6,146 ⁽⁴⁾

Employee stock option

$ 32.4594

01/20/1999

01/20/2009

Modine common stock

6,146

6,146 ⁽⁵⁾

Employee stock option

$ 24.4056

01/19/2000

01/19/2010

Modine common stock

7,682

7,682 ⁽⁶⁾

Employee stock option

$ 22.6972

01/17/2001

01/17/2011

Modine common stock

8,195

8,195 ⁽⁷⁾

Employee stock options

$ 22.2384

01/16/2002

01/16/2012

Modine common stock

15,365

15,365 ⁽⁸⁾

Employee stock option

$ 18.0894

01/06/2003

01/06/2013

Modine common stock

8,604

8,604 ⁽⁹⁾

Employee stock options

$ 28.4764

01/20/2004

01/20/2014

Modine common stock

12,292

12,292 ⁽¹⁰⁾

Employee stock option

$ 30.8194

01/18/2005

01/18/2015

Modine common stock

10,653

10,653 ⁽¹¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ZAKOS DEAN R			VP,Gen. Counsel and Secretary

Signatures

/s/D. R. Zakos		08/01/2005
^**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)	This total includes 1,281.7094 units of Modine common stock indirectly held in the Registrant's Modine 401(k) Retirement Plan account, 594.7928 units of Modine common stock indirectly held in the Registrant's Modine Deferred Compensation Plan account and 6,445.7891 units of Modine common stock indirectly held in the Registrant's Modine Stock Fund account.
(2)	This option was previously reported as an option for 3,000 shares of common stock at an exercise price of $22.75 per shares, 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.
(3)	This option was previously reported as an option for 4,000 shares of common stock at an exercise price of $25.25 per share. See footnote 2 for explanation.
(4)	This option was previously reported as an option for 6,000 shares of common stock at an exercise price of $33.9375 per share. See footnote 2 for explanation.
(5)	This option was previously reported as an option for 6,000 shares of common stock at an exercise price of $33.25 per share. See footnote 2 for explanation.
(6)	This option was previously reported as an option for 7,500 shares of common stock at an exercise price of $25.00 per share. See footnote 2 for explanation.
(7)	This option was previously reported as an option for 8,000 shares of common stock at an exercise price of $23.25 per share. See footnote 2 for explanation.
(8)	This option was previously reported as an option for 15,000 shares of common stock at an exercise price of $22.78 per share. See footnote 2 for explanation.
(9)	This option was previously reported as an option for 8,400 shares of common stock at an exercise price of $18.53 per share. See footnote 2 for explanation.
(10)	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 2 for explanation.
(11)	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 2 for explanation.

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