Eaton Corp plc — Director's Dealing 2012

Dec 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Eaton Corp plc (ETN)
CIK: 0001551182
Period of Report: 2012-11-30

Reporting Person: RAWOT BILLIE K (SVP and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-30	Ordinary Shares	A	106578	—	Acquired	106578	Direct
2012-11-30	Ordinary Shares	A	24675.860	—	Acquired	24675.860	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-30	Restricted Stock Units	$0.00	A	650	Acquired		Ordinary Shares (650)	Direct
2012-11-30	Restricted Stock Units	$0.00	A	3330	Acquired		Ordinary Shares (3330)	Direct
2012-11-30	Restricted Stock Units	$0.00	A	1350	Acquired		Ordinary Shares (1350)	Direct
2012-11-30	Restricted Stock Units	$0.00	A	1910	Acquired		Ordinary Shares (1910)	Direct
2012-11-30	Stock Option	$51.94	A	7100	Acquired	2022-02-21	Ordinary Shares (7100)	Direct
2012-11-30	Stock Option	$53.71	A	6600	Acquired	2021-02-22	Ordinary Shares (6600)	Direct
2012-11-30	Stock Option	$29.535	A	34000	Acquired	2014-02-24	Ordinary Shares (34000)	Direct
2012-11-30	Stock Option	$34.11	A	25800	Acquired	2015-02-22	Ordinary Shares (25800)	Direct
2012-11-30	Stock Option	$34.31	E	17600	Acquired	2016-02-21	Ordinary Shares (17600)	Direct
2012-11-30	Stock Option	$40.405	A	16800	Acquired	2017-02-27	Ordinary Shares (16800)	Direct
2012-11-30	Stock Option	$41.565	A	13600	Acquired	2018-02-26	Ordinary Shares (13600)	Direct

Footnotes

F1: Represents shares of Eaton Corporation plc ("New Eaton") acquired in connection with the merger of a wholly-owned subsidiary of New Eaton with and into Eaton Corporation ("Eaton"), with Eaton surviving the merger as a wholly-owned subsidiary of New Eaton (the "Merger"), in exchange for common shares of Eaton. The Merger was consummated simultaneous with and conditioned on New Eaton's acquisition of Cooper Industries plc by means of a "scheme of arrangement", an Irish statutory procedure under the Companies Act of 1963. At the effective time of the Merger, each Eaton common share was cancelled and converted into the right to receive one New Eaton ordinary share.

F2: These restricted stock units, which vest on February 24, 2013, were received exchange for 650 Eaton restricted stock units. The New Eaton restricted stock units have the same terms and conditions as the original Eaton restricted stock units.

F3: These restricted stock units, which vest in two equal annual installments beginning on February 23, 2013, were received in the Merger in exchange for 3,300 Eaton restricted stock units. These New Eaton restricted stock units have the same terms and conditions as the original Eaton restricted stock units.

F4: These restricted stock units, which vest in three equal annual installments beginning on February 22, 2013, were received in the Merger in exchange for 1,350 Eaton restricted stock units. These New Eaton restricted stock units have the same terms and conditions as the original Eaton restricted stock units.

F5: These restricted stock units, which vest in four equal annual installments beginning on February 21, 2013, were received in the Merger in exchange for 1,910 Eaton restricted stock units. These New Eaton restricted stock units have the same terms and conditions as the original Eaton restricted stock units.

F6: This option to purchase 7,100 New Eaton ordinary shares for $51.94 per share, which vests in three equal annual installments beginning on February 21, 2013, was received in the Merger in exchange for an option to purchase 7,100 Eaton common shares for $51.94 per share. This New Eaton stock option has the same terms and conditions as the original Eaton stock option.

F7: This option to purchase 6,600 New Eaton ordinary shares for $53.71 per share, which vests in two equal annual installments beginning on February 22, 2013, was received in the Merger in exchange for an option to purchase 6,600 Eaton common shares for $53.71 per share. This New Eaton stock option has the same terms and conditions as the original Eaton stock option.

F8: This option to purchase 34,000 New Eaton ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 34,000 Eaton common shares for $29.535 per share. This New Eaton stock option has the same terms and conditions as the original Eaton stock option.

F9: This option to purchase 25,800 New Eaton ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 25,800 Eaton common shares for $34.11 per share. This New Eaton stock option has the same terms and conditions as the original Eaton stock option.

F10: This option to purchase 17,600 New Eaton ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 17,600 Eaton common shares of New Eaton for $34.31 per share. This New Eaton stock option has the same terms and conditions as the original Eaton stock option.

F11: This option to purchase 16,800 New Eaton ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 16,800 Eaton common shares for $40.405 per share. This New Eaton stock option has the same terms and conditions as the original Eaton stock option.

F12: This option to purchase 13,600 New Eaton ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 13,600 Eaton common shares for $41.565 per share. This New Eaton stock option has the same terms and conditions as the original Eaton stock option.