Trane Technologies plc — Director's Dealing 2013

Nov 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ingersoll-Rand plc (IR)
CIK: 0001466258
Period of Report: 2013-11-18

Reporting Person: PELTZ NELSON (Director)
Reporting Person: TRIAN FUND MANAGEMENT, L.P. (Director, less than 10% owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-18	Ordinary Shares	X	52443	$41.1372	Acquired	12411437	Indirect
2013-11-18	Ordinary Shares	S	52443	$67.9946	Disposed	12358994	Indirect
2013-11-18	Ordinary Shares	X	80943	$40.8666	Acquired	12439937	Indirect
2013-11-18	Ordinary Shares	S	80943	$67.9946	Disposed	12358994	Indirect
2013-11-18	Ordinary Shares	X	97614	$40.841	Acquired	12456608	Indirect
2013-11-18	Ordinary Shares	S	97614	$67.9946	Disposed	12358994	Indirect
2013-11-18	Ordinary Shares	S	139270	$67.7269	Disposed	12219724	Indirect
2013-11-18	Ordinary Shares	S	98030	$68.4566	Disposed	12121694	Indirect
2013-11-19	Ordinary Shares	X	11782	$41.1372	Acquired	12133476	Indirect
2013-11-19	Ordinary Shares	S	11782	$67.2517	Disposed	12121694	Indirect
2013-11-19	Ordinary Shares	X	143662	$40.841	Acquired	12265356	Indirect
2013-11-19	Ordinary Shares	S	143662	$67.2517	Disposed	12121694	Indirect
2013-11-19	Ordinary Shares	X	35923	$40.8345	Acquired	12157617	Indirect
2013-11-19	Ordinary Shares	S	35923	$67.2517	Disposed	12121694	Indirect
2013-11-19	Ordinary Shares	S	144018	$67.2466	Disposed	11977676	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-18	Put/Call Option (right and obligation to buy)	$41.1372	X	52443	Disposed	2014-06-01	Ordinary Shares (52443)	Indirect
2013-11-18	Put/Call Option (right and obligation to buy)	$40.8666	X	80943	Disposed	2014-06-01	Ordinary Shares (80943)	Indirect
2013-11-18	Put/Call Option (right and obligation to buy)	$40.841	X	97614	Disposed	2014-06-01	Ordinary Shares (97614)	Indirect
2013-11-19	Put/Call Option (right and obligation to buy)	$41.1372	X	11782	Disposed	2014-06-01	Ordinary Shares (11782)	Indirect
2013-11-19	Put/Call Option (right and obligation to buy)	$40.841	X	143662	Disposed	2014-06-01	Ordinary Shares (143662)	Indirect
2013-11-19	Put/Call Option (right and obligation to buy)	$40.8345	X	35923	Disposed	2014-06-01	Ordinary Shares (35923)	Indirect

Footnotes

F1: Each of Trian Onshore, Trian Offshore and TPSIF (each as defined below and collectively, the "Trian Option Holders") have entered into a series of privately negotiated back-to-back call and put transactions (the "Options") with two counterparties ("Counterparty 1" and "Counterparty 2") through which they acquired an economic interest in the indicated shares. In these transactions, simultaneously with the purchase of each call option from a counterparty, the Trian Option Holders also sold a put option to such counterparty for the same number of shares.

F2: (FN 1, contd.) Pursuant to the put option, if on the expiration date of the Options (which expiration date may be extended by Counterparty 1 or Counterparty 2, as applicable at its option, for 2 years or 18 months respectively, the "Expiration Date"), the exercise price per share of the call option were greater than the closing price of the shares on the Expiration Date (the "Closing Price"), then the counterparty would be entitled to cause the applicable Trian Option Holders, at their election, to either (i) pay the counterparty an amount in cash equal to the product of (a) the excess of the exercise price per share pursuant to such option (the "Exercise Price") over the Closing Price and (b) the number of shares set forth above or (ii) acquire from the counterparty the number of shares set forth above at the Exercise Price.

F3: (FN 2, contd.) The call options are exercisable into shares of common stock of the Issuer at any time, in whole or in part, prior to their expiration date. As part of these transactions, the Trian Option Holders pay each counterparty a financing fee based on the number of days that the Options that it holds are outstanding, which fee is calculated using a monthly rate equal to one month LIBOR plus an applicable spread.

F4: Cash settled exercise of put/call options (right and obligation to buy). Upon the exercise of the call options, a corresponding number of put options held by the applicable counterparty automatically terminated.

F5: Trian Fund Management, L.P ("Trian Management") serves as the management company for Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore"), Trian Partners Parallel Fund I, L.P. ("Parallel Fund I"), Trian Partners Master Fund (ERISA), L.P., ("Trian ERISA"), Trian Partners Strategic Investment Fund, L.P. ("TPSIF"), Trian Partners Strategic Investment Fund-A, L.P. ("Strategic Fund-A"), Trian Partners Strategic Co-Investment Fund-A, L.P. ("Coinvest Fund-A"), Trian IR Holdco Ltd. ("IR Holdco"), Trian SPV (SUB) VI, L.P. ("SPV VI") and Trian SPV (SUB) VI-A, L.P. ("SPV VI-A" and collectively, the "Trian Entities") and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the Issuer held by them.

F6: (FN 5, contd.) Mr. Peltz is a member of Trian Fund Management GP, LLC, which is the general partner of Trian Management, and therefore is in a position to determine the investment and voting decisions made by Trian Management on behalf of the Trian Entities. Accordingly, Mr. Peltz may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by the Trian Entities. The Reporting Persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Mr. Peltz is a director of the Issuer.

F7: The price shown in Column 4 is a weighted average sale price. The price range for the sales is $67.28 to $68.2701. The Reporting Person undertake to provide upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F8: The price shown in Column 4 is a weighted average sale price. The price range for the sales is $68.28 to $69.035. The Reporting Person undertake to provide upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F9: The price shown in Column 4 is a weighted average sale price. The price range for the sales is $67.10 to $67.935. The Reporting Person undertake to provide upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.