EMERSON ELECTRIC CO — Director's Dealing 2016

Nov 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EMERSON ELECTRIC CO (EMR)
CIK: 0000032604
Period of Report: 2016-11-01

Reporting Person: Train Michael H. (Exec. Pres. Auto. Sols.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-01	Common Stock	A	12027	—	Acquired	128517	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-01	Restricted Stock Units	$	A	15480	Acquired		Common Stock (15480)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	405.485	Indirect
Common Stock	9339.34	Indirect
Common Stock	408.168	Indirect

Footnotes

F1: Acquisition of 12,027 shares pursuant to Rule 16b-3 upon payout of 60% (23,220 units) of earned performance share award under shareholder-approved benefit plan. The payout was based on the level of achievement of financial targets for the performance period ended September 30, 2016. Of these 23,220 units, 12,027 units were paid in shares of Issuer stock, with the remaining 11,193 units paid in cash to cover the reporting person's tax obligations.

F2: Price is not applicable to acquisitions described in Note 1 and Note 3.

F3: Acquisition of 15,480 restricted stock units pursuant to Rule 16b-3 upon payout of 40% of earned performance share award under shareholder-approved benefit plan described in Note 1. The restricted stock units are subject to a one-year vesting period.

F4: Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.