FRANKLIN ELECTRIC CO INC — Director's Dealing 2012

Feb 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN ELECTRIC CO INC (fele)
CIK: 0000038725
Period of Report: 2011-05-06

Reporting Person: Wathen David M (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-06	stock units	$	A	34.88	Acquired		common stock (34.88)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
common stock	2249	Direct

Footnotes

F1: 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. Wathen elected to receive his 2005-2012 board of directors retainer, stock award, and meeting fees 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). On March 6. 2011, Mr. Wathen attended a board meeting that was not credited to his deferred account. The mistake was caught during the proxy review. Mr. Wathen was credited for 34.88 shares for the March 6, 2011 board meeting on February 13, 2012. At distribution, Mr. Wathen may elect pursuant to the terms of the Plan to receive his deferred compensation either in shares of Franklin common stock or in cash.