Eaton Corp plc — Director's Dealing 2015

Feb 9, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Eaton Corp plc (ETN)
CIK: 0001551182
Period of Report: 2015-02-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-05	Ordinary Shares	M	2477	$40.41	Acquired	496583	Direct
2015-02-05	Ordinary Shares	F	1442	$69.37	Disposed	495141	Direct
2015-02-05	Ordinary Shares	M	330000	$34.31	Acquired	825141	Direct
2015-02-05	Ordinary Shares	S	330000	$69.2261	Disposed	495141	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-05	Stock Option	$40.41	M	2477	Disposed	2017-02-27	Ordinary Shares (2477)	Direct
2015-02-05	Stock Option	$34.31	M	330000	Disposed	2016-02-21	Ordinary Shares (330000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	2000	Indirect
Ordinary Shares	39962.48	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 $69.00 - $69.57. 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.