Eaton Corp plc — Director's Dealing 2016

Aug 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Eaton Corp plc (ETN)
CIK: 0001551182
Period of Report: 2016-08-05

Reporting Person: FEARON RICHARD H (Director, See Remarks below.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-05	Ordinary Shares	M	2405	$41.57	Acquired	276386	Direct
2016-08-05	Ordinary Shares	F	1530	$65.30	Disposed	274856	Direct
2016-08-05	Ordinary Shares	M	65195	$41.57	Acquired	340051	Direct
2016-08-05	Ordinary Shares	S	65195	$65.29	Disposed	274856	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-05	Stock Option	$41.57	M	65195	Disposed	2018-02-26	Ordinary Shares (65195.0)	Direct
2016-08-05	Stock Option	$41.57	M	2405	Disposed	2018-02-26	Ordinary Shares (2405.0)	Direct

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 $65.28 - $65.33. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issue, to provide full information regarding the number of shares sold at each separate price.