EMERSON ELECTRIC CO — Director's Dealing 2017

Oct 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EMERSON ELECTRIC CO (EMR)
CIK: 0000032604
Period of Report: 2017-09-30

Reporting Person: Bulanda Mark J (Sr. VP Acqs., Planning & Dev.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-09-30	Common Stock	M	17200	—	Acquired	128064	Direct
2017-09-30	Common Stock	F	8248	$62.805	Disposed	119816	Direct
2017-10-01	Common Stock	F	2398	$62.985	Disposed	117418	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-09-30	Restricted Stock Units	$	M	17200	Disposed		Common Stock (17200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	314.437	Indirect
Common Stock	683.891	Indirect

Footnotes

F1: Vesting of 17,200 restricted stock units exempt pursuant to Rule 16b-3. The restricted stock units were acquired upon payout of 40% (17,200 units) of the earned performance share award under a shareholder-approved benefit plan. The payout was based on the level of achievement of financial targets for the performance period ended September 30, 2016. The restricted stock units were subject to a one-year vesting period. The payout of the other 60% was previously reported.

F2: Price is not applicable to the acquisition or vesting of the restricted stock units described in Note 1 or to the acquisition of Issuer common stock upon such vesting.

F3: Shares withheld for required minimum taxes upon vesting of restricted stock units described in Note 1 exempt pursuant to Rule 16b-3.

F4: Fair market value on date of the vesting described in Note 1.

F5: Shares withheld for required minimum taxes upon vesting of previously reported stock grant under shareholder approved benefit plan exempt pursuant to Rule 16b-3.

F6: Fair market value on date of the vesting described in Note 5.

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