EMERSON ELECTRIC CO — Director's Dealing 2017

Feb 13, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EMERSON ELECTRIC CO (EMR)
CIK: 0000032604
Period of Report: 2017-02-09

Reporting Person: DELLAQUILA FRANK J (Senior Exec. VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-09	Common Stock	M	15000	$53.835	Acquired	172467	Direct
2017-02-09	Common Stock	F	448	$62.09	Disposed	172019	Direct
2017-02-09	Common Stock	S	14552	$62.5387	Disposed	157467	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-09	Employee Stock Option (Right to Buy)	$53.835	M	15000	Disposed	2017-10-01	Common Stock (15000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3.081	Indirect
Common Stock	488.509	Indirect
Common Stock	8442	Indirect
Common Stock	56486	Indirect
Common Stock	75315	Indirect

Footnotes

F1: Exercise of 9,429 non-qualified stock options and 5,571 incentive stock options exempt under Rule 16b-3.

F2: Shares withheld for taxes exempt under Rule 16b-3 resulting from nonqualified stock option exercise.

F3: The price in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.53 to $62.61. The reporting person undertakes to provide Emerson Electric Co., any securityholder of Emerson Electric Co. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.

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: The options vested in three equal annual installments beginning on the date indicated.

F7: Price is not applicable to stock options received as incentive compensation.