Eaton Corp plc — Director's Dealing 2016

Dec 13, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Eaton Corp plc (ETN)
CIK: 0001551182
Period of Report: 2016-12-09

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-09	Ordinary Shares	M	2487	$40.405	Acquired	88706	Direct
2016-12-09	Ordinary Shares	F	1452	$69.16	Disposed	87254	Direct
2016-12-09	Ordinary Shares	M	19913	$40.405	Acquired	107167	Direct
2016-12-09	Ordinary Shares	S	19913	$69.1463	Disposed	87254	Direct
2016-12-09	Ordinary Shares	M	2405	$41.565	Acquired	89659	Direct
2016-12-09	Ordinary Shares	F	1444	$69.20	Disposed	88215	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-09	Stock Option	$40.405	M	2487	Disposed	2017-02-27	Ordinary Shares (2487.0)	Direct
2016-12-09	Stock Option	$40.405	M	19913	Disposed	2017-02-27	Ordinary Shares (19913.0)	Direct
2016-12-09	Stock Option	$41.565	M	2405	Disposed	2018-02-26	Ordinary Shares (2405.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	4554.986	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 $69.05 - $69.165. 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.