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: FARR DAVID N (Director, Chairman of Board and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-01	Common Stock	A	127574	—	Acquired	1751303	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-01	Restricted Stock Units	$	A	163400	Acquired		Common Stock (163400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	376801	Indirect
Common Stock	59723	Indirect
Common Stock	59723	Indirect
Common Stock	9259.717	Indirect
Common Stock	35674.88	Indirect

Footnotes

F1: Acquisition of 127,574 shares pursuant to Rule 16b-3 upon payout of 60% (245,100 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 245,100 units, 127,574 units were paid in shares of Issuer stock, with the remaining 117,526 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 163,400 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.

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