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: McGuire Mark M (EVP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-30	Ordinary Shares	A	35224	—	Acquired	35224	Direct
2012-11-30	Ordinary Shares	A	1847.318	—	Acquired	1847.318	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-30	Phantom Stock Units	$0.00	A	6482.085	Acquired		Ordinary Shares (6482.085)	Direct
2012-11-30	Restricted Stock Units	$0.00	A	2150	Acquired		Ordinary Shares (2150)	Direct
2012-11-30	Restricted Stock Units	$0.00	A	9736	Acquired		Ordinary Shares (9736)	Direct
2012-11-30	Restricted Stock Units	$0.00	A	4500	Acquired		Ordinary Shares (4500)	Direct
2012-11-30	Restricted Stock Units	$0.00	A	6560	Acquired		Ordinary Shares (6560)	Direct
2012-11-30	Stock Option	$51.94	A	24250	Acquired	2022-02-21	Ordinary Shares (24250)	Direct
2012-11-30	Stock Option	$53.71	A	24000	Acquired	2021-02-22	Ordinary Shares (24000)	Direct
2012-11-30	Stock Option	$34.31	A	47200	Acquired	2016-02-21	Ordinary Shares (47200)	Direct
2012-11-30	Stock Option	$40.405	A	40000	Acquired	2017-02-27	Ordinary Shares (40000)	Direct
2012-11-30	Stock Option	$41.565	A	45000	Acquired	2018-02-26	Ordinary Shares (45000)	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 6,482.085 Eaton phantom share units. These New Eaton phantom share units have the same terms and conditions as the original Eaton phantom share units.

F4: These restricted stock units, which vest on February 24, 2013, were received exchange for 2,150 Eaton restricted stock units. The 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 two equal annual installments beginning on February 23, 2013, were received in the Merger in exchange for 9,736 Eaton restricted stock units. These New Eaton restricted stock units have the same terms and conditions as the original Eaton restricted stock units.

F6: These restricted stock units, which vest in three equal annual installments beginning on February 22, 2013, were received in the Merger in exchange for 4,500 Eaton restricted stock units. These New Eaton restricted stock units have the same terms and conditions as the original Eaton restricted stock units.

F7: These restricted stock units, which vest in four equal annual installments beginning on February 21, 2013, were received in the Merger in exchange for 6,560 Eaton restricted stock units. These New Eaton restricted stock units have the same terms and conditions as the original Eaton restricted stock units.

F8: This option to purchase 24,250 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 24,250 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.

F9: This option to purchase 24,000 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 24,000 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.

F10: This option to purchase 47,200 New Eaton ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 47,200 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 40,000 New Eaton ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 40,000 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 40,000 New Eaton ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 40,000 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.