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: MONSER EDWARD L (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-01	Common Stock	A	22829	—	Acquired	164108	Direct
2016-11-01	Common Stock	A	10000	—	Acquired	174108	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-01	Restricted Stock Units	$	A	29240	Acquired		Common Stock (29240)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1516.402	Indirect
Common Stock	5624.086	Indirect

Footnotes

F1: Acquisition of 22,829 shares pursuant to Rule 16b-3 upon payout of 60% (87,720 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 87,720 units, 45,658 units were paid in shares of Issuer stock, with the remaining 42,062 units paid in cash to cover the reporting person's tax obligations. Of these 45,658 earned units, the reporting person previously transferred the economic interests in 22,829 units to his ex-wife pursuant to a domestic relations order. Mr. Monser disclaims beneficial ownership and does not report them as beneficially owned.

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 29,240 restricted stock units pursuant to Rule 16b-3 upon payout of 40% (58,480 units) 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. Of these 58,480 units, the reporting person previously transferred the economic interests in 29,240 units to his ex-wife pursuant to a domestic relations order. Mr. Monser disclaims beneficial ownership in such units and does not report them as beneficially owned.

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