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 * KRUEGER KENNETH W   2. Issuer Name and Ticker or Trading Symbol MANITOWOC CO INC [MTWX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) Interim CEO (Last) (First) (Middle) 2400 S. 44TH STREET 3. Date of Earliest Transaction (Month/Day/Year) 03/28/2016 (Street) MANITOWOC, WI 54220 4. If Amendment, Date Original Filed(Month/Day/Year) 03/22/2016 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) Code V Amount (A) or (D) Price

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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

050306DirectorStkOptn

$ 5.327

05/03/2007

05/03/2016

Common Stock

8,800

8,800 (1)

D

021508DirectorStkOptn

$ 7.9864

02/15/2009

02/15/2018

Common Stock

2,600

2,600 (1)

D

022707DirectorStkOption

$ 6.024

02/27/2008

02/27/2017

Common Stock

4,200

4,200 (1)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KRUEGER KENNETH W 2400 S. 44TH STREET MANITOWOC, WI 54220			Interim CEO

Signatures

Louis F. Raymond, Power of Attorney		03/30/2016
**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 amendment is being filed to reflect updated stock option exercise prices resulting from a change in the method of adjusting the exercise prices in connection with the spin-off of Manitowoc Foodservice, Inc. from The Manitowoc Company, Inc. The change was made, and the resulting exercise prices first became known, on March 28, 2016, the date on which Manitowoc Foodservice, Inc. and The Manitowoc Company, Inc. amended the Employee Matters Agreement, dated as of March 4, 2016, to establish the modified method of adjusting the exercise prices.

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