Edgar Filing: TRANE INC.

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 ^*

POSES FREDERIC M

2. Issuer Name and Ticker or Trading Symbol
TRANE INC. [TT]

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman & CEO

(Last)

(First)

(Middle)

C/O TRANE INC., ONE CENTENNIAL AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2008

(Street)

PISCATAWAY, NJ 08855

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, $.01 par value	06/05/2008		D		3,000	D	⁽¹⁾	0	I	Held by spouse/children
Common Stock, $.01 par value	06/05/2008		D		5,284.174	D	⁽¹⁾	0	I	ESOP/Savings Plan ⁽²⁾

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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

Stock Option (Right to Buy

$ 9.05

06/05/2008

228,255

06/05/2008⁽³⁾

10/06/2009

Common Stock, $.01 par value

228,255

⁽⁴⁾

Stock Option (Right to Buy)

$ 13.35

06/05/2008

739,398

06/05/2008⁽³⁾

02/07/2011

Common Stock, $.01 par value

739,398

⁽⁵⁾

Stock Option (Right to Buy)

$ 14.08

06/05/2008

303,698

06/05/2008⁽³⁾

02/07/2012

Common Stock, $.01 par value

303,698

⁽⁶⁾

Stock Option (Right to Buy)

$ 14.08

06/05/2008

446,302

06/05/2008⁽³⁾

02/07/2012

Common Stock, $.01 par value

446,302

⁽⁷⁾

Stock Option (Right to Buy)

$ 14.08

06/05/2008

3,000,000

06/05/2008⁽³⁾

02/07/2012

Common Stock, $.01 par value

3,000,000

⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
POSES FREDERIC M C/O TRANE INC. ONE CENTENNIAL AVENUE PISCATAWAY, NJ 08855	X		Chairman & CEO

Signatures

/s/Frederic M. Poses (By M. Cresitello by Power of Attorney)		06/09/2008
^**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)	Disposed of pursuant to the merger agreement between issuer and Indian Merger Sub, Inc. (a wholly owned subsidiary of Ingersoll-Rand Company Limited) in exchange for Ingersoll Rand Class A common shares at an exchange ratio of 0.23 per share plus $36.50 per share in cash.
(2)	Includes shares held in ESOP, Savings Plan and Supplemental Savings Plan.
(3)	Pursuant to the terms of the merger agreement, all options, whether or not exercisable or vested at the Effective Time of the merger, became, as of the effective time of the merger, fully vested and exercisable.
(4)	This option was canceled in the merger in exchange for a cash payment of $8,570,602.33, representing the difference between the exercise price and the deemed value of the merger consideration to be paid in the merger in accordance with the merger agreement ($46.60 per share).
(5)	This option was canceled in the merger in exchange for a cash payment of $24,583,775.47, representing the difference between the exercise price and the deemed value of the merger consideration to be paid in the merger in accordance with the merger agreement ($46.60 per share).
(6)	This option was canceled in the merger in exchange for a cash payment of $9,875,762.78, representing the difference between the exercise price and the deemed value of the merger consideration to be paid in the merger in accordance with the merger agreement ($46.60 per share).
(7)	In the merger, this option was converted into 428,449 options to acquire Class A common shares of Ingersoll Rand with an exercise price per option equal to $10.07.
(8)	In the merger, this option was converted into 2,880,000 options to acquire Class A common shares of Ingersoll Rand with an exercise price per option equal to $10.07.

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