EMERSON ELECTRIC CO — Director's Dealing 2013

Apr 1, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EMERSON ELECTRIC CO (EMR)
CIK: 0000032604
Period of Report: 2013-03-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-28	Common Stock	M	20000	$31.6275	Acquired	1321997	Direct
2013-03-28	Common Stock	F	2878	$55.625	Disposed	1319119	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-28	Employee Stock Option (Right to Buy)	$31.6275	M	20000	Disposed	2014-10-05	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	313496	Indirect
Common Stock	53723	Indirect
Common Stock	53723	Indirect
Common Stock	7850.449	Indirect
Common Stock	27834.209	Indirect

Footnotes

F1: Exercise of 20,000 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: 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.

F4: Price is not applicable to stock options received as incentive compensation.