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: CRITELLI MICHAEL J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-30	Ordinary Shares	A	91158	—	Acquired	91158	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-30	Stock Option	$33.015	A	7408	Acquired	2015-01-25	Ordinary Shares (7408)	Direct
2012-11-30	Stock Option	$33.195	A	7296	Acquired	2016-01-24	Ordinary Shares (7296)	Direct
2012-11-30	Stock Option	$37.505	A	6504	Acquired	2017-01-23	Ordinary Shares (6504)	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 option to purchase 7,408 New Eaton ordinary shares for $33.015 per share, which is fully vested, was received in exchange for an option to purchase 7,408 Eaton common shares for $33.015 per share. This New Eaton stock option has the same terms and conditions as the original Eaton stock option.

F3: This option to purchase 7,296 New Eaton ordinary shares for $33.195 per share, which is fully vested, was received in exchange for an option to purchase 7,296 Eaton common shares for $33.195 per share. This New Eaton stock option has the same terms and conditions as the original Eaton stock option.

F4: This option to purchase 6,504 New Eaton ordinary shares for $37.505 per share, which is fully vested, was received in exchange for an option to purchase 6,504 Eaton common shares for $37.505 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.