Eaton Corp plc — Director's Dealing 2015

Feb 26, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Eaton Corp plc (ETN)
CIK: 0001551182
Period of Report: 2015-02-24

Reporting Person: GROSS THOMAS (See Remarks below.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-25	Ordinary Shares	M	2371	$0.00	Acquired	61905.2	Direct
2015-02-25	Ordinary Shares	F	779	$71.43	Disposed	61126.2	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-24	Restricted Stock Units	$0.00	A	7860	Acquired		Ordinary Shares (7860)	Direct
2015-02-24	Stock Option	$71.72	A	35900	Acquired	2025-02-24	Ordinary Shares (35900)	Direct
2015-02-25	Restricted Stock Units	$0.00	M	2371	Disposed		Ordinary Shares (2371)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	4906.5	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.