FRANKLIN ELECTRIC CO INC — Director's Dealing 2017

May 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN ELECTRIC CO INC (FELE)
CIK: 0000038725
Period of Report: 2017-05-04

Reporting Person: Wathen David M (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-04	stock units	$	A	5324.67	Acquired		common stock (5324.67)	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 2017 Board of Directors retainer, stock award, lead independent director fees, 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 May 4, 2017, Mr. Wathen was credited with 1,688.31 Stock Units for the annual retainer, 2,857.14 Stock Units for the annual Stock Award, 519.48 Stock Units for lead independent director fees, and 259.74 Stock Units for committee member fees. 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.