Eaton Corp plc — Director's Dealing 2016

Jun 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Eaton Corp plc (ETN)
CIK: 0001551182
Period of Report: 2016-06-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-07	Ordinary Shares	M	2498	$40.405	Acquired	32168	Direct
2016-06-07	Ordinary Shares	F	1601	$63.03	Disposed	30567	Direct
2016-06-07	Ordinary Shares	M	18751	$40.405	Acquired	49318	Direct
2016-06-07	Ordinary Shares	S	18751	$63.0423	Disposed	30567	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-07	Stock Option	$40.405	M	2498	Disposed	2017-02-27	Ordinary Shares (2498)	Direct
2016-06-07	Stock Option	$40.405	M	18751	Disposed	2017-02-27	Ordinary Shares (18751)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	2038.189	Indirect

Footnotes

F1: These shares were delivered to the issuer to pay for the applicable option exercise price.

F2: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $63.00 - $63.085. 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.