FRANKLIN ELECTRIC CO INC — Director's Dealing 2012

Oct 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN ELECTRIC CO INC (FELE)
CIK: 0000038725
Period of Report: 2012-09-13

Reporting Person: Haines John J (Vice President and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-13	common stock	M	7684	$17.34	Acquired	23715	Direct
2012-09-13	common stock	M	10000	$40.45	Acquired	33715	Direct
2012-09-13	common stock	F	12230	$58.37	Disposed	21485	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-13	option	$17.34	M	7684	Disposed	2019-03-05	common stock (7684)	Direct
2012-09-13	option	$40.45	M	10000	Disposed	2018-05-01	common stock (10000)	Direct

Footnotes

F1: option becomes exercisable in 4 equal installments of 1/4 each beginning with the first anniversary of the 3/5/2009 grant date

F2: includes 3343 restricted shares that vest 4 years after the 5/4/ 2012 grant date, 4000 restricted shares that vest 4 years after the 2/22/2010 grant date, 3156 restricted shares that vest 4 years after the 3/2/2011 grant date and 13,216 shares owned outright.

F3: option became exercisable 4 equal installments of 1/4 each beginning with the anniversary of the 5/1/2008 grant date

F4: includes 3343 restricted shares that vest 4 years after the 5/4/2012 grant date, 4000 restricted shares that vest 4 years after the 2/22/2010 grant date, 3156 shares that vest 4 years after the 3/2/2011 grant date and 23,216 shares owned outright.

F5: includes 3343 restricted shares that vest 4 years after the 5/4/2012 grant date, 4000 restricted shares that vest 4 years after the 2/22/2010 grant date, 3156 restricted shares that vest after the 3/2/2011 grant date and 10,986 owned outright.