Eaton Corp plc — Director's Dealing 2016

Feb 26, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Eaton Corp plc (ETN)
CIK: 0001551182
Period of Report: 2016-02-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-24	Ordinary Shares	M	1605	$0.00	Acquired	29241	Direct
2016-02-24	Ordinary Shares	F	563	$55.92	Disposed	28678	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-24	Restricted Stock Units	$0.00	M	1605	Disposed		Ordinary Shares (1605)	Direct
2016-02-23	Restricted Stock Units	$0.00	A	6410	Acquired		Ordinary Shares (6410)	Direct
2016-02-23	Stock Option	$56.55	A	34550	Acquired	2026-02-23	Ordinary Shares (34550)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	2010.78	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 were surrendered in exchange for ordinary shares of the Issuer.

F5: This field is not applicable.

F6: 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.

F7: 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.