Eaton Corp plc — Director's Dealing 2021

May 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Eaton Corp plc (ETN)
CIK: 0001551182
Period of Report: 2021-05-07

Reporting Person: Faria Joao V (See Remarks below.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-07	Ordinary Shares	M	1220	$81.96	Acquired	63485	Direct
2021-05-07	Ordinary Shares	M	2200	$81.96	Acquired	65685	Direct
2021-05-07	Ordinary Shares	S	2200	$146.02	Disposed	63485	Direct
2021-05-07	Ordinary Shares	M	6848	$80.49	Acquired	70333	Direct
2021-05-07	Ordinary Shares	S	6848	$145.82	Disposed	63485	Direct
2021-05-07	Ordinary Shares	M	6039	$98.21	Acquired	69524	Direct
2021-05-07	Ordinary Shares	S	6039	$145.68	Disposed	63485	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-07	Stock Option	$81.96	M	1220	Disposed	2028-02-27	Ordinary Shares (1220.0)	Direct
2021-05-07	Stock Option	$81.96	M	2200	Disposed	2028-02-27	Ordinary Shares (2200.0)	Direct
2021-05-07	Stock Option	$80.49	M	6848	Disposed	2029-02-26	Ordinary Shares (6848.0)	Direct
2021-05-07	Stock Option	$98.21	M	6039	Disposed	2030-02-25	Ordinary Shares (6039.0)	Direct

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $145.97-$146.05. 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.

F2: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $145.82-$145.85. 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: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $145.60-$145.83. 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.

F4: These stock 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.