Eaton Corp plc — Director's Dealing 2015

Feb 24, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Eaton Corp plc (ETN)
CIK: 0001551182
Period of Report: 2015-02-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-21	Ordinary Shares	M	2231	$0.00	Acquired	44332	Direct
2015-02-21	Ordinary Shares	F	754	$71.95	Disposed	43578	Direct
2015-02-22	Ordinary Shares	M	1500	$0.00	Acquired	45078	Direct
2015-02-22	Ordinary Shares	F	493	$71.95	Disposed	44585	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-21	Restricted Stock Units	$0.00	M	2231	Disposed		Ordinary Shares (2231)	Direct
2015-02-22	Restricted Stock Units	$0.00	M	1500	Disposed		Ordinary Shares (1500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	1931.594	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 were surrendered in exchange for ordinary shares of the Issuer.

F5: This field is not applicable.