EMERSON ELECTRIC CO — Director's Dealing 2012

Nov 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EMERSON ELECTRIC CO (EMR)
CIK: 0000032604
Period of Report: 2012-11-12

Reporting Person: GALVIN WALTER J (Director, Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-12	Common Stock	S	35000	$50.50	Disposed	21660	Indirect
2012-11-12	Common Stock	J	154000	—	Disposed	0	Indirect
2012-11-12	Common Stock	J	154000	—	Acquired	175660	Indirect
2012-11-12	Common Stock	G	144410	—	Disposed	29136	Direct
2012-11-12	Common Stock	G	144410	—	Acquired	163614	Indirect
2012-11-13	Common Stock	G	9548	—	Disposed	19588	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	185127	Indirect
Common Stock	13223.009	Indirect

Footnotes

F1: The Reporting Person disclaims beneficial ownership in the shares held by The Galvin Family Trust that are beneficially owned by his children. See Note 4 for more information regarding The Galvin Family Trust.

F2: Partnership distribution of 154,000 shares from JGM Investors, LP to The Galvin Family Trust.

F3: Price is not applicable to acquisitions or dispositions resulting from a distribution of partnership assets or bona fide gifts.

F4: JGM Investors, LP is a limited partnership of which The Galvin Family Trust and the Reporting Person's spouse are the general partners. The Galvin Family Trust is the controlling general partner of JGM Investors, LP. The Reporting Person's children are the trustees of The Galvin Family Trust and the Reporting Person's spouse and children are the beneficiaries. The Galvin Family Trust has a 99.9% limited partnership interest in JGM Investors, LP. The Reporting Person disclaims beneficial ownership in the shares held by JGM Investors, LP that are beneficially owned by his children.

F5: Bona fide gift of 144,410 shares from the Reporting Person to the Reporting Person's spouse.

F6: Bona fide gift by the Reporting Person to the Emerson Directors' and Officers' Charitable Trust.

F7: JGM Investors II, LP is a limited partnership in which The Galvin Family Trust II has a 99.7% limited partnership interest and the Reporting Person's children each have a 0.10% general partnership interest. The Reporting Person is the trustee of The Galvin Family Trust II and the Reporting Person and the Reporting Person's children are the beneficiaries. The Reporting Person disclaims beneficial ownership in the interests in JGM Investors II, LP that are beneficially owned by his children.