Eaton Corp plc — Director's Dealing 2014

May 30, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Eaton Corp plc (ETN)
CIK: 0001551182
Period of Report: 2014-05-28

Reporting Person: GROSS THOMAS (See Remarks below.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-28	Ordinary Shares	M	29514	$40.405	Acquired	91962.2	Direct
2014-05-28	Ordinary Shares	S	29514	$74.4181	Disposed	62448.2	Direct
2014-05-28	Ordinary Shares	M	32795	$41.565	Acquired	95243.2	Direct
2014-05-28	Ordinary Shares	S	32795	$74.2955	Disposed	62448.2	Direct
2014-05-28	Ordinary Shares	M	38417	$53.71	Acquired	100865.2	Direct
2014-05-28	Ordinary Shares	S	38417	$74.2868	Disposed	62448.2	Direct
2014-05-28	Ordinary Shares	S	10000	$74.2851	Disposed	52448.2	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-28	Stock Option	$40.405	M	29514	Disposed	2017-02-27	Ordinary Shares (29514)	Direct
2014-05-28	Stock Option	$41.565	M	32795	Disposed	2018-02-26	Ordinary Shares (32795)	Direct
2014-05-28	Stock Option	$53.71	M	38417	Disposed	2021-02-22	Ordinary Shares (38417)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	4721.02	Indirect

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $73.98 - $74.49. 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: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $73.98 - $74.50. 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.