FRANKLIN ELECTRIC CO INC — Director's Dealing 2012

Aug 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN ELECTRIC CO INC (fele)
CIK: 0000038725
Period of Report: 2012-08-02

Reporting Person: TRUMBULL R SCOTT (Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-02	common stock	M	60800	$29.95	Acquired	267306	Direct
2012-08-02	common stock	M	57300	$32.19	Acquired	324606	Direct
2012-08-02	common stock	M	30000	$17.34	Acquired	354606	Direct
2012-08-02	common stock	F	105852	$54.59	Disposed	248754	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-02	option	$29.95	M	60800	Disposed	2014-02-12	common stock (60800)	Direct
2012-08-02	option	$32.19	M	57300	Disposed	2018-02-28	common stock (57300)	Direct
2012-08-02	option	$17.34	M	30000	Disposed	2019-03-05	common stock (30000)	Direct

Footnotes

F1: options became exercisable in 5 equal installments of 1/5 each year starting on the first anniversary of the 2/12/2004 grant date

F2: options became exercisable in 4 equall installments of 1/4 each beginning on the first anniversary of the 2/28/2008 grant date

F3: options became exercisable in 4 equal installments of 1/4 each beginning with the first anniversary of the 3/5/2009 grant date

F4: Includes 13971 restricted stock units that vest 4 years after the 5/4/2012 grant date, 12500 restricted shares that vest 4 years after the 2/22/2010 grant date, 13564 restricted shares that vest 4 years after the 2/3/2011 grant date, 1814 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 225,457 shares owned outright.

F5: Includes 13971 restricted stock units that vest 4 years after the 5/4/2012 grant date, 12500 restricted shares that vest 4 years after the 2/22/2010 grant date, 13564 restricted shares that vest 4 years after the 2/3/2011 grant date, 1814 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 282757 shares owned outright.

F6: Includes 13971 restricted stock units that vest 4 years after the 5/4/2012 grant date, 12500 restricted shares that vest 4 years after the 2/22/2010 grant date, 13564 restricted shares that vest 4 years after the 2/3/2011 grant date, 1814 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 312,757 shares owned outright.

F7: Includes 13971 restricted stock units that vest 4 years after the 5/4/2012 grant date, 12500 restricted shares that vest 4 years after the 2/22/2010 grant date, 13564 restricted shares that vest 4 years after the 2/3/2011 grant date, 1814 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 206905 shares owned outright.