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: DELLAQUILA FRANK J (Exec. VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-01	Common Stock	A	34915	—	Acquired	139467	Direct
2016-11-01	Common Stock	A	20000	—	Acquired	159467	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-01	Restricted Stock Units	$	A	44720	Acquired		Common Stock (44720)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8442	Indirect
Common Stock	56486	Indirect
Common Stock	75315	Indirect
Common Stock	353	Indirect
Common Stock	1415	Indirect

Footnotes

F1: Acquisition of 34,915 shares pursuant to Rule 16b-3 upon payout of 60% (67,080 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 67,080 units, 34,915 units were paid in shares of Issuer stock, with the remaining 32,165 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 6.

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

F4: Grantor trust for the Reporting Person with the Reporting Person's spouse and descendants as its beneficiaries. The Reporting Person is the trustee of The FJD 2012 Gift Trust.

F5: Grantor trust for the Reporting Person's spouse with the Reporting Person's descendants as its beneficiaries. The Reporting Person and the Reporting Person's spouse are co-trustees of The SRD 2012 Gift Trust.

F6: Acquisition of 44,720 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.

F7: Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.