Eaton Corp plc — Director's Dealing 2013

Feb 22, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Eaton Corp plc (ETN)
CIK: 0001551182
Period of Report: 2013-02-20

Reporting Person: CUTLER ALEXANDER M (Director, See Remarks below.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-20	Ordinary Shares	M	199535	$34.11	Acquired	735823	Direct
2013-02-20	Ordinary Shares	S	199535	$61.0236	Disposed	536288	Direct
2013-02-20	Ordinary Shares	M	8462	$29.535	Acquired	544750	Direct
2013-02-20	Ordinary Shares	F	4071	$61.38	Disposed	540679	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-20	Stock Option	$34.11	M	199535	Disposed	2015-02-22	Ordinary Shares (199535)	Direct
2013-02-20	Stock Option	$29.535	M	8462	Disposed	2014-02-24	Ordinary Shares (8462)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	38125.592	Indirect
Ordinary Shares	2000	Indirect

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $60.62 - $61.40. 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.

F2: These shares were delivered to the issuer to pay for the applicable option exercise price and withholding tax.

F3: Aggregate holdings have been adjusted to reflect certain gifts of Eaton Corporation common shares by the reporting person prior to the consummation of the merger of Eaton Corporation with a wholly owned subsidiary of Eaton Corporation plc on November 30, 2012.

F4: These shares are held in the Eaton Savings Plan.