Eaton Corp plc — Director's Dealing 2014

Feb 27, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Eaton Corp plc (ETN)
CIK: 0001551182
Period of Report: 2014-02-25

Reporting Person: SEMELSBERGER KEN D (See Remarks below.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-26	Ordinary Shares	M	1328	$0.00	Acquired	72910	Direct
2014-02-26	Ordinary Shares	F	437	$75.74	Disposed	72473	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-25	Restricted Stock Units	$0.00	A	1370	Acquired		Ordinary Shares (1370)	Direct
2014-02-25	Stock Option	$75.36	A	5000	Acquired	2024-02-25	Ordinary Shares (5000)	Direct
2014-02-26	Restricted Stock Units	$0.00	M	1328	Disposed		Ordinary Shares (1328)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	4118.631	Indirect

Footnotes

F1: These ordinary shares were acquired upon the vesting and settlement of certain restricted stock units.

F2: These ordinary shares were delivered to the Issuer to pay for the applicable withholding tax due upon vesting of certain restricted stock units.

F3: These ordinary shares are held in the Eaton Savings Plan.

F4: These restricted stock units vest as follows: 33% on the first and second anniversary of the date of the grant and the remaining 34% on the third anniversary of the date of the grant.

F5: These options become exercisable as follows: 33% on the first and second anniversary of the date of the grant and the remaining 34% on the third anniversary of the date of the grant.

F6: These restricted stock units were surrendered in exchange for ordinary shares of the Issuer.

F7: This field is not applicable.