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 ^*

PANNIER DAVID R

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

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Vice President

(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		24,015	D	⁽¹⁾	0	D
Common Stock, $.01 par value	06/05/2008		D		8,092.3217	D	⁽¹⁾	0	I	ESPP ⁽²⁾
Common Stock, $.01 par value	06/05/2008		D		31,656.658	D	⁽¹⁾	0	I	Savings Plan/ESOP/SSP ⁽³⁾
Common Stock, $.01 par value	06/05/2008		D		6,695.103	D	⁽¹⁾	0	I	TNE ⁽⁴⁾

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)

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)

$ 9.1

06/05/2008

10,992

06/05/2008⁽⁵⁾

02/02/2010

Common Stock, $.01 par value

10,992

⁽⁶⁾

Stock Option (Right to Buy)

$ 8.98

06/05/2008

22,119

06/05/2008⁽⁵⁾

02/02/2010

Common Stock, $.01 par value

22,119

⁽⁷⁾

Stock Option (Right to Buy)

$ 13.35

06/05/2008

69,699

06/05/2008⁽⁵⁾

03/01/2011

Common Stock, $.01 par value

69,699

⁽⁸⁾

Stock Option (Right to Buy)

$ 13.53

06/05/2008

7,394

06/05/2008⁽⁵⁾

03/01/2011

Common Stock, $.01 par value

7,394

⁽⁹⁾

Stock Option (Right to Buy)

$ 14.08

06/05/2008

23,474

06/05/2008⁽⁵⁾

02/07/2012

Common Stock, $.01 par value

23,474

⁽¹⁰⁾

Stock Option (Right to Buy)

$ 14.08

06/05/2008

51,526

06/05/2008⁽⁵⁾

02/07/2012

Common Stock, $.01 par value

51,526

⁽¹¹⁾

Stock Option (Right to Buy)

$ 16.05

06/05/2008

60,000

06/05/2008⁽⁵⁾

02/06/2013

Common Stock, $.01 par value

60,000

⁽¹²⁾

Stock Option (Right to Buy)

$ 24.78

06/05/2008

51,000

06/05/2008⁽⁵⁾

02/04/2014

Common Stock, $.01 par value

51,000

⁽¹³⁾

Stock Option (Right to Buy)

$ 30.66

06/05/2008

50,000

06/05/2008⁽⁵⁾

02/02/2015

Common Stock, $.01 par value

50,000

⁽¹⁴⁾

Stock Option (Right to Buy)

$ 26.08

06/05/2008

50,000

06/05/2008⁽⁵⁾

02/01/2016

Common Stock, $.01 par value

50,000

⁽¹⁵⁾

Stock Option (Right to Buy)

$ 37.25

06/05/2008

50,000

06/05/2008⁽⁵⁾

02/05/2017

Common Stock, $.01 par value

50,000

⁽¹⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
PANNIER DAVID R C/O TRANE INC. ONE CENTENNIAL AVENUE PISCATAWAY, NJ 08855			Vice President

Signatures

/s/ David R. Pannier (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)	Represents shares purchased pursuant to the Company's Employee Stock Purchase Plan.
(3)	Includes shares held in ESOP, Savings Plan and Supplemental Savings Plan.
(4)	Reflects shares held under prior incentive plan.
(5)	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.
(6)	In this merger, the option was converted into 11,615 options to acquire Class A common shares of Ingersoll Rand with an exersize price per option equal to $8.62.
(7)	This option was canceled in the merger in exchange for a cash payment of $832,080.64, 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).
(8)	This option was canceled in the merger in exchange for a cash payment of $2,317,377.88, 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).
(9)	In this merger, the option was converted into 7,813 options to acquire Class A common shares of Ingersoll Rand with an exersize price per option equal to $12.81.
(10)	This option was canceled in the merger in exchange for a cash payment of $763,336.13, 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).
(11)	In this merger, the option was converted into 49,464 options to acquire Class A common shares of Ingersoll Rand with an exersize price per option equal to $10.07.
(12)	In this merger, the option was converted into 57,600 options to acquire Class A common shares of Ingersoll Rand with an exersize price per option equal to $12.13.
(13)	In this merger, the option was converted into 48,960 options to acquire Class A common shares of Ingersoll Rand with an exersize price per option equal to $21.22.
(14)	In this merger, the option was converted into 48,000 options to acquire Class A common shares of Ingersoll Rand with an exersize price per option equal to $27.35.
(15)	In this merger, the option was converted into 48,000 options to acquire Class A common shares of Ingersoll Rand with an exersize price per option equal to $22.57.
(16)	In this merger, the option was converted into 48,000 options to acquire Class A common shares of Ingersoll Rand with an exersize price per option equal to $34.21.

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