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: FEARON RICHARD H (See Remarks below.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-21	Ordinary Shares	F	525	$73.59	Disposed	276787	Direct
2014-02-21	Ordinary Shares	F	396	$73.59	Disposed	276391	Direct
2014-02-21	Ordinary Shares	M	9100	$0.00	Acquired	285491	Direct
2014-02-21	Ordinary Shares	F	3740	$73.59	Disposed	281751	Direct
2014-02-21	Ordinary Shares	M	2750	$0.00	Acquired	284501	Direct
2014-02-21	Ordinary Shares	F	904	$73.59	Disposed	283597	Direct
2014-02-21	Ordinary Shares	M	3935	$0.00	Acquired	287532	Direct
2014-02-21	Ordinary Shares	F	1293	$73.59	Disposed	286239	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-21	Restricted Stock Units	$0.00	M	9100	Disposed		Ordinary Shares (9100)	Direct
2014-02-21	Restricted Stock Units	$0.00	M	2750	Disposed		Ordinary Shares (2750)	Direct
2014-02-21	Restricted Stock Units	$0.00	M	3935	Disposed		Ordinary Shares (3935)	Direct

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

F5: This field is not applicable.