Eaton Corp plc — Director's Dealing 2014

Mar 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Eaton Corp plc (ETN)
CIK: 0001551182
Period of Report: 2014-03-04

Reporting Person: CUTLER ALEXANDER M (Director, See Remarks below.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-04	Ordinary Shares	M	2930	$34.11	Acquired	551849	Direct
2014-03-04	Ordinary Shares	F	1345	$74.27	Disposed	550504	Direct
2014-03-04	Ordinary Shares	M	199535	$34.11	Acquired	750039	Direct
2014-03-04	Ordinary Shares	S	199535	$74.32	Disposed	550504	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-04	Stock Option	$34.11	M	2930	Disposed	2015-02-22	Ordinary Shares (2930)	Direct
2014-03-04	Stock Option	$34.11	M	199535	Disposed	2015-02-22	Ordinary Shares (199535)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	2000	Indirect
Ordinary Shares	38770.761	Indirect

Footnotes

F1: These shares were delivered to the issuer to pay for the applicable option 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 $73.89 - $74.70. 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.