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: CUTLER ALEXANDER M (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-30	Ordinary Shares	A	577708	—	Acquired	577708	Direct
2012-11-30	Ordinary Shares	A	38290.004	—	Acquired	38290.004	Indirect
2012-11-30	Ordinary Shares	A	2000	—	Acquired	2000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-30	Restricted Stock Units	$0.00	A	9168	Acquired		Ordinary Shares (9168)	Direct
2012-11-30	Restricted Stock Units	$0.00	A	54170	Acquired		Ordinary Shares (54170)	Direct
2012-11-30	Restricted Stock Units	$0.00	A	34050	Acquired		Ordinary Shares (34050)	Direct
2012-11-30	Restricted Stock Units	$0.00	A	40915	Acquired		Ordinary Shares (40915)	Direct
2012-11-30	Stock Option	$51.94	A	151300	Acquired	2022-02-21	Ordinary Shares (151300)	Direct
2012-11-30	Stock Option	$53.71	A	154700	Acquired	2021-02-22	Ordinary Shares (154700)	Direct
2012-11-30	Stock Option	$29.535	A	8462	Acquired	2012-02-24	Ordinary Shares (8462)	Direct
2012-11-30	Stock Option	$34.11	A	402000	Acquired	2015-02-22	Ordinary Shares (402000)	Direct
2012-11-30	Stock Option	$34.31	A	330000	Acquired	2016-02-21	Ordinary Shares (330000)	Direct
2012-11-30	Stock Option	$40.405	A	280000	Acquired	2017-02-27	Ordinary Shares (280000)	Direct
2012-11-30	Stock Option	$41.565	A	237400	Acquired	2018-02-26	Ordinary Shares (237400)	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 9,168 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 54,170 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 34,050 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 40,915 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 151, 300 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 151,300 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 154,700 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 154,700 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 8,462 New Eaton ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 8,462 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 402,000 New Eaton ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 402,000 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 330,000 New Eaton ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 330,000 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 280,000 New Eaton ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 280,000 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 237,400 New Eaton ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 237,400 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.