EMERSON ELECTRIC CO — Director's Dealing 2012

Dec 31, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EMERSON ELECTRIC CO (EMR)
CIK: 0000032604
Period of Report: 2012-12-27

Reporting Person: STEEVES FRANK L (Exec. VP, Secy & Gen. Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-27	Common Stock	M	43334	$30.025	Acquired	128111	Direct
2012-12-27	Common Stock	F	6722	$52.835	Disposed	121389	Direct
2012-12-27	Common Stock	M	10000	$42.91	Acquired	131389	Direct
2012-12-27	Common Stock	F	798	$52.835	Disposed	130591	Direct
2012-12-27	Common Stock	S	45814	$52.4138	Disposed	84777	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-27	Employee Stock Option (Right to Buy)	$30.025	M	43334	Disposed	2019-02-19	Common Stock (43334)	Direct
2012-12-27	Employee Stock Option (Right to Buy)	$42.91	M	10000	Disposed	2017-04-03	Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	850.774	Indirect
Common Stock	2556.101	Indirect

Footnotes

F1: Exercise of 6,660 incentive stock options and 36,674 non-qualified stock options exempt under Rule 16b-3.

F2: Shares withheld for taxes exempt under Rule 16b-3 resulting from non-qualified stock option exercise.

F3: Exercise of 10,000 non-qualified stock options exempt under Rule 16b-3.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.10 to $52.78. The reporting person undertakes to provide Emerson Electric Co., any security holder of Emerson Electric Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.

F5: When taken together with previously exercised options and the unexercised options reported in this Form 4 having the same grant date, exercise price and expiration date, all such options together vested in three equal annual installments beginning on the date indicated.

F6: Price is not applicable to stock options received as incentive compensation.