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: Golden Charles E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-30	Ordinary Shares	A	10590	—	Acquired	10590	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-30	Phantom Shares	$0.00	A	8246.36	Acquired		Ordinary Shares (8246.36)	Direct
2012-11-30	Stock Option	$37.865	A	20000	Acquired	2017-01-24	Ordinary Shares (20000)	Direct
2012-11-30	Stock Option	$37.21	A	6450	Acquired	2018-01-22	Ordinary Shares (6450)	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: This field is not applicable.

F3: These phantom share units were received in the Merger in exchange for 8,246.36 Eaton phantom share units. These New Eaton phantom share units have the same terms and conditions as the original Eaton phantom share units.

F4: This option to purchase 20,000 New Eaton ordinary shares for $37.865 per share, which is fully vested, was received in exchange for an option to purchase 20,000 Eaton common shares for $37.865 per share. This New Eaton stock option has the same terms and conditions as the original Eaton stock option.

F5: This option to purchase 6,450 New Eaton ordinary shares for $37.21 per share, which is fully vested, was received in exchange for an option to purchase 6,450 Eaton common shares for $37.21 per share. This New Eaton stock option has the same terms and conditions as the original Eaton stock option.