FRANKLIN ELECTRIC CO INC — Director's Dealing 2011

Nov 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN ELECTRIC CO INC (fele)
CIK: 0000038725
Period of Report: 2011-11-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-04	common stock	F	56311	$48.69	Disposed	24119	Direct
2011-11-04	common stock	S	24119	$48.69	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-04	option	$24.01	M	80430	Disposed	2013-01-01	common stock (80430)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
common stock	12500	Direct
common stock	13564	Direct
common stock	1814	Direct
common stock	164657	Direct
common stock	2711	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
option	$29.95	2014-02-12	common stock (60800)	60800	Direct
option	$40.93	2015-02-10	common stock (30200)	91000	Direct
option	$45.9	2016-02-17	common stock (18500)	109500	Direct
option	$48.87	2017-02-09	common stock (14500)	124000	Direct
option	$32.19	2018-02-28	common stock (57300)	181300	Direct
option	$17.34	2019-03-05	common stock (100000)	281300	Direct
option	$28.82	2020-02-22	common stock (39900)	321200	Direct
option	$43.43	2021-03-02	common stock (43096)	364296	Direct
stock units	$		common stock (1971.78)	1971.78	Direct

Footnotes

F1: Holdings within the Franklin Electric Co., Inc. Directed Investment Salary Plan Trust. The information reported herein is based on a plan statement as of December 31, 2010.

F2: Shares vest at the end of 4 years.

F3: Awards vest in 3 equal installments of 1/3 each year, beginning on the first anniversary of the grant date.

F4: Options become exercisable in five equal installments of 1/5 each year, beginning on the first anniversary of the grant date.

F5: The options become exercisable in four equal installments of 1/4 each year, beginning on the first anniversary of the grant date.

F6: 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). 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.