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: DELLAQUILA FRANK J (Exec. VP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-30	Common Stock	M	37200	—	Acquired	129893	Direct
2014-09-30	Common Stock	F	17838	$62.76	Disposed	112055	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-30	Restricted Stock Units	$	M	37200	Disposed		Common Stock (37200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8442	Indirect
Common Stock	47	Indirect
Common Stock	102	Indirect
Common Stock	56486	Indirect
Common Stock	75315	Indirect

Footnotes

F1: Vesting of 37,200 restricted stock units exempt pursuant to Rule 16b-3. The restricted stock units were acquired upon payout of 40% (37,200 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: 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: Each restricted stock unit represented a contingent right to receive one share of the Issuer's common stock.