Eaton Corp plc — Director's Dealing 2013

Nov 25, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Eaton Corp plc (ETN)
CIK: 0001551182
Period of Report: 2013-11-21

Reporting Person: McGuire Mark M (See Remarks below.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-21	Ordinary Shares	M	47200	$34.31	Acquired	79042	Direct
2013-11-21	Ordinary Shares	F	4153	$72.22	Disposed	74871	Direct
2013-11-21	Ordinary Shares	S	38458	$72.2149	Disposed	36413	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-21	Stock Option	$34.31	M	47200	Disposed	2016-02-21	Ordinary Shares (47200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	1862.169	Indirect

Footnotes

F1: These shares were delivered to the Issuer to pay for the applicable exercise price and withholding tax.

F2: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $72.19-$72.22. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

F3: These ordinary shares are held in the Eaton Savings Plan.