FRANKLIN ELECTRIC CO INC — Director's Dealing 2011

Nov 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN ELECTRIC CO INC (fele)
CIK: 0000038725
Period of Report: 2011-11-23

Reporting Person: TRUMBULL R SCOTT (Director, Chairman and CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-23	stock units	$	A	6.33	Acquired		common stock (6.33)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
common stock	2711	Indirect
common stock	192535	Direct

Footnotes

F1: Includes:
12,500 restricted shares that vest 4 years from the 2/22/2010 grant date; 13,564 restricted shares that vest 4 years from the 3/2/2011 grant date; 1,814 restricted shares that vest in 3 equal installments of 1/3 each year beginning on the first anniversary of the 2/22/2010 grant date; and 164,657 shares owned outright.

F2: Pursuant to terms of the Nonemployee Directors' Deferred Compensation Plan approved by the board of directors on February 11, 2000 and amended and restated on April 28, 2006, Mr. Trumbull elected to receive his 2009 board of directors retainer in Franklin Electric Co., Inc. common stock, issuance of such shares deferred until he retires or otherwise leaves the board of directors (e.g. Stock Units). On November 23, 2011, Mr. Trumbull was credited with 6.33 Stock Units for dividends that would have been paid on such deferred shares. At distribution, Mr. Trumbull may elect pursuant to the terms of the Plan to receive his deferred compensation either in shares of Franklin common stock or in cash.