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: GROSS THOMAS (VC & COO - Electrical Sector)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-30	Ordinary Shares	A	42826.2	—	Acquired	42826.2	Direct
2012-11-30	Ordinary Shares	A	4151.004	—	Acquired	4151.004	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-30	Restricted Stock Units	$0.00	A	3544	Acquired		Ordinary Shares (3544)	Direct
2012-11-30	Restricted Stock Units	$0.00	A	18200	Acquired		Ordinary Shares (18200)	Direct
2012-11-30	Restricted Stock Units	$0.00	A	8250	Acquired		Ordinary Shares (8250)	Direct
2012-11-30	Restricted Stock Units	$0.00	A	11925	Acquired		Ordinary Shares (11925)	Direct
2012-11-30	Stock Option	$51.94	A	44100	Acquired	2022-02-21	Ordinary Shares (44100)	Direct
2012-11-30	Stock Option	$53.71	A	44000	Acquired	2021-02-22	Ordinary Shares (44000)	Direct
2012-11-30	Stock Option	$29.535	A	56000	Acquired	2014-02-24	Ordinary Shares (56000)	Direct
2012-11-30	Stock Option	$34.11	A	42000	Acquired	2015-02-22	Ordinary Shares (42000)	Direct
2012-11-30	Stock Option	$34.31	A	25000	Acquired	2016-02-21	Ordinary Shares (25000)	Direct
2012-11-30	Stock Option	$40.405	A	32000	Acquired	2017-02-27	Ordinary Shares (32000)	Direct
2012-11-30	Stock Option	$41.565	A	35200	Acquired	2018-02-26	Ordinary Shares (35200)	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 3,544 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 18,200 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 8,250 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 11,925 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 44,100 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 44,100 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 44,000 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 44,000 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 56,000 New Eaton ordinary shares for $29.535 per share, which is fully vested, was received in the Merger in exchange for an option to purchase 56,000 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 42,000 New Eaton ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 42,000 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 25,000 New Eaton ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 25,000 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 32,000 New Eaton ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 32,000 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 35,200 New Eaton ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 35,200 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.