MODINE MANUFACTURING CO 10-Q

Item 4. Controls and Procedures. Evaluation Regarding Disclosure Controls and Procedures As of the end of the period covered by this quarterly report on Form 10-Q, management of the Company, under the supervision, and with the participation, of the Company’s President and Chief Executive Officer and Vice President, Finance and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures, at a reasonable assurance level, as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon that evaluation, the President and Chief Executive Officer and Vice President, Finance and Chief Financial Officer have concluded that the design and operation of the Company’s disclosure controls and procedures were effective, at a reasonable assurance level, as of December 31, 2020. Changes in Internal Control Over Financial Reporting There have been no changes in internal control over financial reporting during the third quarter of fiscal 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. 40 Table of Contents PART II. OTHER INFORMATION Item 6. Exhibits. (a) Exhibits : Exhibit No. Description Incorporated Herein By Reference To Filed Herewith *2.1 Securities and Asset Purchase Agreement, dated as of November 2, 2020, by and between the Company and Dana Incorporated Exhibit 2.1 to Registrant’s Current Report on Form 8-K dated November 2, 2020 10.1 [Corrected] Offer Letter dated as of November 10, 2020, by and between the Company and Mr. Brinker X 10.2 Form of Make-Whole RSU Award Agreement with Neil Brinker X 10.3 Form of Make-Whole Performance Cash Award Agreement with Neil Brinker X 31.1 Rule 13a-14(a)/15d-14(a) Certification of Neil D. Brinker, President and Chief Executive Officer. X 31.2 Rule 13a-14(a)/15d-14(a) Certification of Michael B. Lucareli, Vice President, Finance and Chief Financial Officer. X 32.1 Section 1350 Certification of Neil D. Brinker, President and Chief Executive Officer. X 32.2 Section 1350 Certification of Michael B. Lucareli, Vice President, Finance and Chief Financial Officer. X 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). X 101.SCH Inline XBRL Taxonomy Extension Schema X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). X * Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K because they are not material and would likely cause competitive harm to the Company if publicly disclosed. 41 Table of Contents SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MODINE MANUFACTURING COMPANY (Registrant) By: /s/ Michael B. Lucareli Michael B. Lucareli, Vice President, Finance and Chief Financial Officer* Date: February 5, 2021 * Executing as both the principal financial officer and a duly authorized officer of the Company 42