FRANKLIN ELECTRIC CO INC — Director's Dealing 2017

May 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN ELECTRIC CO INC (FELE)
CIK: 0000038725
Period of Report: 2017-05-01

Reporting Person: davis delancey w (President, Headwater Companies)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-01	common stock	M	2516	$32.53	Acquired	20752	Direct
2017-05-01	common stock	M	3572	$36.67	Acquired	24324	Direct
2017-05-01	common stock	M	5005	$29.08	Acquired	29329	Direct
2017-05-01	common stock	F	9480	$41.10	Disposed	19849	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-01	option	$32.53	M	2516	Disposed	2023-03-06	common stock (2516.0)	Direct
2017-05-01	option	$36.67	M	3572	Disposed	2025-02-26	common stock (3572.0)	Direct
2017-05-01	option	$29.08	M	5005	Disposed	2026-02-25	common stock (5005.0)	Direct

Footnotes

F1: Includes 2,858 restricted stock units that vest 4 years after the 2/23/2017 grant date, 4,023 restricted shares that vest 4 years after the 2/25/2016 grant date, 3,092 restricted shares that vest 4 years after the 2/26/2015 grant date, 2,531 restricted shares that vest 4 years after the 3/4/2014 grant date, and 7,345 shares owned outright.

F2: The options become exercisable in four equal installments of 1/4 each year, beginning on the first anniversary of the grant date.