EMERSON ELECTRIC CO — Director's Dealing 2013

Feb 14, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EMERSON ELECTRIC CO (EMR)
CIK: 0000032604
Period of Report: 2013-02-12

Reporting Person: DELLAQUILA FRANK J (Exec. VP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-12	Common Stock	M	10000	$31.6275	Acquired	61694	Direct
2013-02-12	Common Stock	F	5452	$58.005	Disposed	56242	Direct
2013-02-12	Common Stock	F	92	$58.005	Disposed	56150	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-12	Employee Stock Option (Right to Buy)	$31.6275	M	10000	Disposed	2014-10-05	Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8617	Indirect
Common Stock	1845	Indirect
Common Stock	56486	Indirect
Common Stock	75315	Indirect
Common Stock	967.327	Indirect
Common Stock	2634.397	Indirect

Footnotes

F1: Exercise of 9,480 incentive stock options and 520 non-qualified stock options exempt under Rule 16b-3.

F2: Payment of option exercise price by delivering securities.

F3: Shares withheld for taxes exempt under Rule 16b-3 resulting from non-qualified stock option exercise.

F4: The options vested in three equal annual installments beginning on the date indicated.

F5: Grantor trust for the Reporting Person with the Reporting Person's spouse and descendants as its beneficiaries. The Reporting Person is the trustee of The FJD 2012 Gift Trust.

F6: Grantor trust for the Reporting Person's spouse with the Reporting Person's descendants as its beneficiaries. The Reporting Person and the Reporting Person's spouse are co-trustees of The SRD 2012 Gift Trust.

F7: Price is not applicable to stock options received as incentive compensation.