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: Moran Thomas E. (SVP and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-30	Ordinary Shares	A	9797	—	Acquired	9797	Direct
2012-11-30	Ordinary Shares	A	600	—	Acquired	600	Indirect
2012-11-30	Ordinary Shares	A	157.493	—	Acquired	157.493	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-30	Restricted Stock Units	$0.00	A	366	Acquired		Ordinary Shares (366)	Direct
2012-11-30	Restricted Stock Units	$0.00	A	743	Acquired		Ordinary Shares (743)	Direct
2012-11-30	Restricted Stock Units	$0.00	A	1045	Acquired		Ordinary Shares (1045)	Direct
2012-11-30	Restricted Stock Units	$0.00	A	1900	Acquired		Ordinary Shares (1900)	Direct
2012-11-30	Stock Option	$51.94	A	3900	Acquired	2022-02-21	Ordinary Shares (3900)	Direct
2012-11-30	Stock Option	$53.71	A	3870	Acquired	2021-02-22	Ordinary Shares (3870)	Direct
2012-11-30	Stock Option	$27.29	A	5000	Acquired	2018-10-01	Ordinary Shares (5000)	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 366 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 three equal annual installments beginning on February 22, 2013, were received in the Merger in exchange for 743 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 21, 2013, were received in the Merger in exchange for 1,045 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 two equal annual installments beginning on February 23, 2013, were received in the Merger in exchange for 1,900 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 3,900 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 3,900 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 3,870 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 3,870 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 5,000 New Eaton ordinary shares for $27.29 per share, which is fully vested, was received in the Merger in exchange for an option to purchase 5,000 Eaton common shares for $27.29 per share. This New Eaton stock option has the same terms and conditions as the original Eaton stock option.