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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | $ 0 | 11/30/2012 | D | 3,544 | (2) | (2) | Common Shares | 3,544 | (2) | 0 | D | ||||
| Restricted Stock Units | $ 0 | 11/30/2012 | D | 18,200 | (3) | (3) | Common Shares | 18,200 | (3) | 0 | D | ||||
| Restricted Stock Units | $ 0 | 11/30/2012 | D | 8,250 | (4) | (4) | Common Shares | 8,250 | (4) | 0 | D | ||||
| Restricted Stock Units | $ 0 | 11/30/2012 | D | 11,925 | (5) | (5) | Common Shares | 11,925 | (5) | 0 | D | ||||
| Stock Option | $ 51.94 | 11/30/2012 | D | 44,100 | (6) | 02/21/2022 | Common Shares | 44,100 | (6) | 0 | D | ||||
| Stock Option | $ 53.71 | 11/30/2012 | D | 44,000 | (7) | 02/22/2021 | Common Shares | 44,000 | (7) | 0 | D | ||||
| Stock Option | $ 29.535 | 11/30/2012 | D | 56,000 | (8) | 02/24/2014 | Common Shares | 56,000 | (8) | 0 | D | ||||
| Stock Option | $ 34.11 | 11/30/2012 | D | 42,000 | (9) | 02/22/2015 | Common Shares | 42,000 | (9) | 0 | D | ||||
| Stock Option | $ 34.31 | 11/30/2012 | D | 25,000 | (10) | 02/21/2016 | Common Shares | 25,000 | (10) | 0 | D | ||||
| Stock Option | $ 40.405 | 11/30/2012 | D | 32,000 | (11) | 02/27/2017 | Common Shares | 32,000 | (11) | 0 | D | ||||
| Stock Option | $ 41.565 | 11/30/2012 | D | 35,200 | (12) | 02/26/2018 | Common Shares | 35,200 | (12) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GROSS THOMAS EATON CENTER 1111 SUPERIOR AVE. CLEVELAND, OH 44114 |
VC & COO - Electrical Sector | |||
| /s/ Kathleen S. O'Connor, as Attorney-in-Fact | 12/03/2012 | |
| **Signature of Reporting Person | Date |
| * | 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 ("Eaton") disposed of pursuant to merger of a wholly-owned subsidiary of Eaton Corporation plc ("New Eaton") with and into Eaton, with Eaton surviving the merger as a wholly-owned subsidiary of New Eaton (the "Merger"), in exchange for ordinary shares of New Eaton, which 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 in four equal installments beginning on February 24, 2010, were assumed by New Eaton in the Merger and replaced with 3,544 New Eaton restricted stock units with the same terms and conditions as the original Eaton restricted stock units. |
| (3) | These restricted stock units, which vest in four equal installments beginning on February 23, 2011, were assumed by New Eaton in the Merger and replaced with 18,200 New Eaton restricted stock units with the same terms and conditions as the original Eaton restricted stock units. |
| (4) | These restricted stock units, which vest in four equal installments beginning on February 22, 2012, were assumed by New Eaton in the Merger and replaced with 8,250 New Eaton restricted stock units with the same terms and conditions as the original Eaton restricted stock units. |
| (5) | These restricted stock units, which vest in four equal installments beginning on February 21, 2013, were assumed by New Eaton in the Merger and replaced with 11,925 New Eaton restricted stock units with the same terms and conditions as the original Eaton restricted stock unit. |
| (6) | This option, which provided for vesting in three equal installments beginning on February 21, 2013, was assumed by New Eaton in the Merger and replaced with an option to purchase 44,100 ordinary shares of New Eaton for $51.94 per share with the same terms and conditions as the original Eaton stock option. |
| (7) | This option, which provided for vesting in three equal installments beginning on February 22, 2012, was assumed by New Eaton in the Merger and replaced with an option to purchase 44,000 ordinary shares of New Eaton for $53.71 per share with the same terms and conditions as the original Eaton stock option. |
| (8) | This option, which was fully vested, was assumed by New Eaton in the Merger and replaced with an option to purchase 56,000 ordinary shares of New Eaton for $29.535 per share with the same terms and conditions as the original Eaton stock option. |
| (9) | This option, which was fully vested at the effective time of the Merger, was assumed by New Eaton in the Merger and replaced with an option to purchase 42,000 ordinary shares of New Eaton for $34.11 per share with the same terms and conditions as the original Eaton stock option. |
| (10) | This option, which was fully vested at the effective time of the Merger, was assumed by New Eaton in the Merger and replaced with an option to purchase 25,000 ordinary shares of New Eaton for $34.31 per share with the same terms and conditions as the original Eaton stock option. |
| (11) | This option, which was fully vested at the effective time of the Merger, was assumed by New Eaton in the Merger and replaced with an option to purchase 32,000 ordinary shares of New Eaton for $40.405 per share with the same terms and conditions as the original Eaton stock option. |
| (12) | This option, which was fully vested at the effective time of the Merger, was assumed by New Eaton in the Merger and replaced with an option to purchase 35,200 ordinary shares of New Eaton for 41.565 per share with the same terms and conditions as the original Eaton stock option. |