EMERSON ELECTRIC CO — Director's Dealing 2014

Oct 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EMERSON ELECTRIC CO (EMR)
CIK: 0000032604
Period of Report: 2014-09-30

Reporting Person: STEEVES FRANK L (Exec. VP, Secy & Gen. Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-30	Common Stock	M	40920	—	Acquired	161510	Direct
2014-09-30	Common Stock	F	19622	$62.76	Disposed	141888	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-30	Restricted Stock Units	$	M	40920	Disposed		Common Stock (40920)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1165.941	Indirect
Common Stock	3532.226	Indirect

Footnotes

F1: Vesting of 40,920 restricted stock units exempt pursuant to Rule 16b-3. The restricted stock units were acquired upon payout of 40% (40,920 units) of the earned performance share award under a shareholder-approved benefit plan. The payout was based on the level of achievement of financial targets for the performance period ended September 30, 2013. The restricted stock units were subject to a one-year vesting period. The payout of the other 60% was previously reported.

F2: Price is not applicable to the acquisition or vesting of the restricted stock units described in Note 1 or to the acquisition of Issuer common stock upon such vesting.

F3: Shares withheld for required minimum taxes upon vesting of restricted stock units described in Note 1 exempt pursuant to Rule 16b-3.

F4: Fair market value on date of the vesting described in Note 1.

F5: Each restricted stock unit represented a contingent right to receive one share of the Issuer's common stock.