Eaton Corp plc — Director's Dealing 2017

Feb 28, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Eaton Corp plc (ETN)
CIK: 0001551182
Period of Report: 2017-02-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-24	Ordinary Shares	M	1513	—	Acquired	34746	Direct
2017-02-24	Ordinary Shares	F	498	$71.76	Disposed	34248	Direct
2017-02-24	Ordinary Shares	M	1605	—	Acquired	35853	Direct
2017-02-24	Ordinary Shares	F	528	$71.76	Disposed	35325	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-24	Restricted Stock Units	$0.0	M	1513	Disposed		Ordinary Shares (1513.0)	Direct
2017-02-24	Restricted Stock Units	$0.0	M	1605	Disposed		Ordinary Shares (1605.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	2066.337	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: 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.

F6: These restricted stock units have no expiration date.