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 *
TELLOCK GLEN E
  2. Issuer Name and Ticker or Trading Symbol
MANITOWOC CO INC [MTW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
2400 S. 44TH STREET
3. Date of Earliest Transaction (Month/Day/Year)
01/07/2014
(Street)

MANITOWOC, WI 54220
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)
Code V Amount (A) or (D) Price
Common Stock               1,500 (1) I By Daughter (L)
Common Stock               17,326.7463 (2) I RSVP 401k Plan
Common Stock               1,000 (3) I By Daughter (M)
Common Stock 01/07/2014   M   66,256 A $ 10.14 461,891.27 D  
Common Stock 01/07/2014   M   277,725 A $ 4.41 739,616.27 D  
Common Stock 01/07/2014   S   314,713 (4) (5) D $ 23.0805 424,903.27 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
050305EmpStockOption (rtb) $ 10.14 01/07/2014   M     66,256 05/03/2007 05/03/2015 Common Stock 66,256 $ 0 0 D  
02.24.2009EmpStockOption $ 4.41 01/07/2014   M     277,725 02/24/2011 02/24/2019 Common Stock 277,725 $ 0 92,575 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
TELLOCK GLEN E
2400 S. 44TH STREET
MANITOWOC, WI 54220
      President and CEO  

Signatures

 Maurice Jones, by Power of Attorney   01/08/2014
**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) The reporting person no longer has a reportable beneficial interest in 1,500 shares of common stock owned by his daughter and included in the reporting person's prior ownership reports.
(2) Net increase of 50.4160 shares between 12/31/11 and 12/31/12 under the Company's 401(k) plan, due to acquisitions of shares, plan maintenance fees and required plan forfeitures and withdrawals under IRC safe harbor rules, all of which are exempt from Section 16(b) pursuant to rule 16b-3 and exempt from reporting pursuant to rule 16a-3(f)(1)(i)(B).
(3) Acquisition by the reporting person's spouse as custodian for daughter (M) under the Wisconsin Uniform Transfer to Minors Act.
(4) Weighted average price of shares sold with sales ranging from a low of $22.70 to a high of $23.31.
(5) Shares sold for tax planning purposes under a rule 10b5-1 plan established by the reporting person.

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