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: Bosco Sara Yang (Sr. VP, Secy and Gen. Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-01	Common Stock	A	5676	—	Acquired	28729	Direct
2016-11-01	Common Stock	A	10000	—	Acquired	38729	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-01	Restricted Stock Units	$	A	6880	Acquired		Common Stock (6880)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	531.757	Indirect
Common Stock	789.144	Indirect

Footnotes

F1: Acquisition of 5,676 shares pursuant to Rule 16b-3 upon payout of 60% (10,320 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 10,320 units, 5,676 units were paid in shares of Issuer stock, with the remaining 4,644 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 6,880 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.