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: FEARON RICHARD H (See Remarks below.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-21	Ordinary Shares	M	60000	$34.31	Acquired	335781	Direct
2013-11-21	Ordinary Shares	F	1383	$72.24	Disposed	334398	Direct
2013-11-21	Ordinary Shares	S	57086	$72.2848	Disposed	277312	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-21	Stock Option	$34.31	M	60000	Disposed	2016-02-21	Ordinary Shares (60000)	Direct

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 $72.27-$72.29. 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.