Edgar Filing: Eaton Corp plc

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

RAWOT BILLIE K

2. Issuer Name and Ticker or Trading Symbol
Eaton Corp plc [ETN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP and Controller

(Last)

(First)

(Middle)

EATON CENTER, 1111 SUPERIOR AVE.

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2012

(Street)

CLEVELAND, OH 44114

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	11/30/2012		A		106,578	A	⁽¹⁾	106,578	D
Ordinary Shares	11/30/2012		A		24,675.86	A	⁽¹⁾	24,675.86	I	by trustee of ESP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

$ 0

11/30/2012

650

⁽²⁾

Ordinary Shares

650

⁽²⁾

650

Restricted Stock Units

$ 0

11/30/2012

3,330

⁽³⁾

Ordinary Shares

3,330

⁽³⁾

3,330

Restricted Stock Units

$ 0

11/30/2012

1,350

⁽⁴⁾

Ordinary Shares

1,350

⁽⁴⁾

1,350

Restricted Stock Units

$ 0

11/30/2012

1,910

⁽⁵⁾

Ordinary Shares

1,910

⁽⁵⁾

1,910

Stock Option

$ 51.94

11/30/2012

7,100

⁽⁶⁾

02/21/2022

Ordinary Shares

7,100

⁽⁶⁾

7,100

Stock Option

$ 53.71

11/30/2012

6,600

⁽⁷⁾

02/22/2021

Ordinary Shares

6,600

⁽⁷⁾

6,600

Stock Option

$ 29.535

11/30/2012

34,000

⁽⁸⁾

02/24/2014

Ordinary Shares

34,000

⁽⁸⁾

34,000

Stock Option

$ 34.11

11/30/2012

25,800

⁽⁹⁾

02/22/2015

Ordinary Shares

25,800

⁽⁹⁾

25,800

Stock Option

$ 34.31

11/30/2012

17,600

⁽¹⁰⁾

02/21/2016

Ordinary Shares

17,600

⁽¹⁰⁾

17,600

Stock Option

$ 40.405

11/30/2012

16,800

⁽¹¹⁾

02/27/2017

Ordinary Shares

16,800

⁽¹¹⁾

16,800

Stock Option

$ 41.565

11/30/2012

13,600

⁽¹²⁾

02/26/2018

Ordinary Shares

13,600

⁽¹²⁾

13,600

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RAWOT BILLIE K EATON CENTER, 1111 SUPERIOR AVE. CLEVELAND, OH 44114			SVP and Controller

Signatures

/s/ Elizabeth K. Riotte, as Attorney-in-Fact		12/03/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents shares of Eaton Corporation plc ("New Eaton") acquired in connection with the merger of a wholly-owned subsidiary of New Eaton with and into Eaton Corporation ("Eaton"), with Eaton surviving the merger as a wholly-owned subsidiary of New Eaton (the "Merger"), in exchange for common shares of Eaton. The Merger was consummated simultaneous with and conditioned on New Eaton's acquisition of Cooper Industries plc by means of a "scheme of arrangement", an Irish statutory procedure under the Companies Act of 1963. At the effective time of the Merger, each Eaton common share was cancelled and converted into the right to receive one New Eaton ordinary share.
(2)	These restricted stock units, which vest on February 24, 2013, were received exchange for 650 Eaton restricted stock units. The New Eaton restricted stock units have the same terms and conditions as the original Eaton restricted stock units.
(3)	These restricted stock units, which vest in two equal annual installments beginning on February 23, 2013, were received in the Merger in exchange for 3,300 Eaton restricted stock units. These New Eaton restricted stock units have the same terms and conditions as the original Eaton restricted stock units.
(4)	These restricted stock units, which vest in three equal annual installments beginning on February 22, 2013, were received in the Merger in exchange for 1,350 Eaton restricted stock units. These New Eaton restricted stock units have the same terms and conditions as the original Eaton restricted stock units.
(5)	These restricted stock units, which vest in four equal annual installments beginning on February 21, 2013, were received in the Merger in exchange for 1,910 Eaton restricted stock units. These New Eaton restricted stock units have the same terms and conditions as the original Eaton restricted stock units.
(6)	This option to purchase 7,100 New Eaton ordinary shares for $51.94 per share, which vests in three equal annual installments beginning on February 21, 2013, was received in the Merger in exchange for an option to purchase 7,100 Eaton common shares for $51.94 per share. This New Eaton stock option has the same terms and conditions as the original Eaton stock option.
(7)	This option to purchase 6,600 New Eaton ordinary shares for $53.71 per share, which vests in two equal annual installments beginning on February 22, 2013, was received in the Merger in exchange for an option to purchase 6,600 Eaton common shares for $53.71 per share. This New Eaton stock option has the same terms and conditions as the original Eaton stock option.
(8)	This option to purchase 34,000 New Eaton ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 34,000 Eaton common shares for $29.535 per share. This New Eaton stock option has the same terms and conditions as the original Eaton stock option.
(9)	This option to purchase 25,800 New Eaton ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 25,800 Eaton common shares for $34.11 per share. This New Eaton stock option has the same terms and conditions as the original Eaton stock option.
(10)	This option to purchase 17,600 New Eaton ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 17,600 Eaton common shares of New Eaton for $34.31 per share. This New Eaton stock option has the same terms and conditions as the original Eaton stock option.
(11)	This option to purchase 16,800 New Eaton ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 16,800 Eaton common shares for $40.405 per share. This New Eaton stock option has the same terms and conditions as the original Eaton stock option.
(12)	This option to purchase 13,600 New Eaton ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 13,600 Eaton common shares for $41.565 per share. This New Eaton stock option has the same terms and conditions as the original Eaton stock option.

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