EMERSON ELECTRIC CO — Director's Dealing 2012

Dec 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: FARR DAVID N (Director, Chairman of Board & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-12	Common Stock	M	35000	$31.6275	Acquired	1473430	Direct
2012-12-12	Common Stock	F	5785	$51.79	Disposed	1467645	Direct
2012-12-12	Common Stock	G	19920	—	Disposed	1447725	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-12	Employee Stock Option (Right to Buy)	$31.6275	M	35000	Disposed	2014-10-05	Common Stock (35000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	267768	Indirect
Common Stock	3723	Indirect
Common Stock	3723	Indirect
Common Stock	7637.095	Indirect
Common Stock	26650.503	Indirect

Footnotes

F1: Exercise of 35,000 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: Bona fide gift by the Reporting Person of 19,920 shares to the Emerson Directors' and Officers' Charitable Trust.

F4: Price is not applicable to acquisitions or dispositions resulting from bona fide gifts.

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 not applicable to stock options received as incentive compensation.