FRANKLIN ELECTRIC CO INC — Director's Dealing 2012

Nov 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN ELECTRIC CO INC (FELE)
CIK: 0000038725
Period of Report: 2012-11-27

Reporting Person: STONE ROBERT J (Sr. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-27	common stock	M	7932	$17.34	Acquired	18722	Direct
2012-11-27	common stock	M	3200	$28.82	Acquired	21922	Direct
2012-11-27	common stock	M	7200	$29.95	Acquired	29122	Direct
2012-11-27	common stock	F	10898	$60.08	Disposed	18224	Direct
2012-11-27	common stock	S	7434	$60.08	Disposed	10790	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-27	option	$29.95	M	7200	Disposed	2014-02-12	common stock (7200.0)	Direct
2012-11-27	option	$17.34	M	7932	Disposed	2019-03-05	common stock (7932.0)	Direct
2012-11-27	option	$28.82	M	3200	Disposed	2020-02-22	common stock (3200.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
common stock	54726	Indirect

Footnotes

F1: includes 3443 restricted shares that vest 4 years after the 5/4/2012 vest date, 4000 restricted shares that vest 4 years after the 2/22/2010 vest date, 3311 restricted shares that vest 4 years after the 3/2/2011 vest date and 36 shares held outright.

F2: The options become exercisable in five equal installments of 1/5 each year, beginning on the first anniversary of the grant date.

F3: The options became exersiable in four equal installments of 1/4 each year, beginning on the first anniversary of the grant date