FRANKLIN ELECTRIC CO INC — Director's Dealing 2012

May 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN ELECTRIC CO INC (fele)
CIK: 0000038725
Period of Report: 2012-05-04

Reporting Person: davis delancey w (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-04	common stock	A	2185	$48.19	Acquired	11181	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-04	option	$48.19	A	7077	Acquired	2012-05-04	common stock (7077)	Direct

Footnotes

F1: restricted shares 4 years after the 5/4/2012 grant date

F2: includes:
2185 restricted shares that vest 4 years after the 5/4/2012 grant date, 2500 restricted shares that vest 4 years from their 2/22/2010 grant date, 2093 restricted shares that vest 4 years from their 3/2/2011 grant date and 4403 shares owned outright.

F3: options become exerciseable in 4 equal installments of 1/4 each beginning on the first anniversary of the 5/4/2012 grant date