Eaton Corp plc — Director's Dealing 2014

Feb 25, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Eaton Corp plc (ETN)
CIK: 0001551182
Period of Report: 2014-02-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-21	Ordinary Shares	F	813	$73.59	Disposed	35600	Direct
2014-02-21	Ordinary Shares	M	4868	$0.00	Acquired	40468	Direct
2014-02-21	Ordinary Shares	F	1600	$73.59	Disposed	38868	Direct
2014-02-21	Ordinary Shares	M	1500	$0.00	Acquired	40368	Direct
2014-02-21	Ordinary Shares	F	493	$73.59	Disposed	39875	Direct
2014-02-21	Ordinary Shares	M	2165	$0.00	Acquired	42040	Direct
2014-02-21	Ordinary Shares	F	712	$73.59	Disposed	41328	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-21	Restricted Stock Units	$0.00	M	4868	Disposed		Ordinary Shares (4868)	Direct
2014-02-21	Restricted Stock Units	$0.00	M	1500	Disposed		Ordinary Shares (1500)	Direct
2014-02-21	Restricted Stock Units	$0.00	M	2165	Disposed		Ordinary Shares (2165)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	1871.024	Indirect

Footnotes

F1: These ordinary shares were delivered to the Issuer to pay for the applicable withholding tax due upon vesting of certain shares of restricted stock.

F2: These ordinary shares were acquired upon the vesting and settlement of certain restricted stock units.

F3: These ordinary shares were delivered to the Issuer to pay for the applicable withholding tax due upon vesting of certain restricted stock units.

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

F5: These restricted stock units were surrendered in exchange for ordinary shares of the Issuer.

F6: This field is not applicable.