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: Purvis Edgar M Jr (Exec. Vice President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-01	Common Stock	A	26857	—	Acquired	142469	Direct
2016-11-01	Common Stock	A	10000	—	Acquired	152469	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-01	Restricted Stock Units	$	A	34400	Acquired		Common Stock (34400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15400	Indirect
Common Stock	400	Indirect
Common Stock	168.983	Indirect
Common Stock	822.099	Indirect

Footnotes

F1: Acquisition of 26,857 shares pursuant to Rule 16b-3 upon payout of 60% (51,600 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 51,600 units, 26,857 units were paid in shares of Issuer stock, with the remaining 24,743 units paid in cash to cover the reporting person's tax obligations.

F2: Price is not applicable to acquisitions described in Notes 1, 3 and 4.

F3: Grant of restricted stock under shareholder approved benefit plan exempt pursuant to Rule 16b-3(d).

F4: Acquisition of 34,400 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.

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