EMERSON ELECTRIC CO — Director's Dealing 2013

Feb 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EMERSON ELECTRIC CO (EMR)
CIK: 0000032604
Period of Report: 2013-02-07

Reporting Person: ASHMORE CRAIG W (Exec. VP - Planning & Develop.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-07	Common Stock	M	10000	$31.6275	Acquired	159836	Direct
2013-02-07	Common Stock	F	5530	$57.18	Disposed	154306	Direct
2013-02-07	Common Stock	F	90	$57.18	Disposed	154216	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-07	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	1529.312	Indirect
Common Stock	4027.118	Indirect

Footnotes

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

F2: Includes 654 shares acquired under a dividend reinvestment plan since the Reporting Person's last Form 4 filing.

F3: Payment of option exercise price by delivering securities.

F4: Shares withheld for taxes exempt under Rule 16b-3 resulting from non-qualified stock option exercise.

F5: When taken together with previously exercised options 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.