EMERSON ELECTRIC CO — Director's Dealing 2015

Oct 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EMERSON ELECTRIC CO (EMR)
CIK: 0000032604
Period of Report: 2015-10-01

Reporting Person: MONSER EDWARD L (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-10-01	COMMON STOCK	F	1668	$43.445	Disposed	143780	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON STOCK	1295.947	Indirect
COMMON STOCK	4395.1535	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$53.835	2017-10-01	Common Stock (50000)	50000	Direct
Employee Stock Option (Right to Buy)	$30.025	2019-02-19	Common Stock (40000)	40000	Direct
Employee Stock Option (Right to Buy)	$53.31	2020-10-04	Common Stock (65000)	65000	Direct
Employee Stock Option (Right to Buy)	$65.07	2023-10-01	Common Stock (60000)	60000	Direct

Footnotes

F1: Shares withheld for required minimum taxes upon vesting of previously reported stock grant under shareholder approved benefit plan exempt pursuant to Rule 16b-3.

F2: Since the reporting person's last Form 4, he has transferred 132,948 shares of common stock to his ex-wife pursuant to a domestic relations order (DRO). In addition, since the reporting person's last Form 4, he has transferred the economic interests in 12,500 shares of restricted stock, previously reported as directly owned, to his ex-wife pursuant to the DRO. The reporting person disclaims beneficial ownership in all such transferred shares and restricted stock interests and no longer reports them as beneficially owned.

F3: Effective January 6, 2015 the reporting person transferred 50% of the shares of common stock held in his 401(k) plan account to his ex-wife pursuant to the DRO.

F4: Effective January 6, 2015, the reporting person transferred 50% of the economic interests in his 401(k) excess plan account pursuant to the DRO. The amount shown above represents the reporting person's retained 50% interest in such account. The reporting person disclaims beneficial ownership in the other 50% interest in the account and will no longer report such interest as beneficially owned.

F5: The options vest in three equal annual installments beginning on the date indicated.

F6: For each tranche, the balance is being updated to reflect the transfer of economic interest in an equal number of options to the reporting person's ex-wife pursuant to the terms of the DRO. The reporting person disclaims beneficial ownership in all such transferred options and will no longer report them as beneficially owned.