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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 | A | 3,544 | (2) | (2) | Ordinary Shares | 3,544 | (2) | 3,544 | D | ||||
| Restricted Stock Units | $ 0 | 11/30/2012 | A | 18,200 | (3) | (3) | Ordinary Shares | 18,200 | (3) | 18,200 | D | ||||
| Restricted Stock Units | $ 0 | 11/30/2012 | A | 8,250 | (4) | (4) | Ordinary Shares | 8,250 | (4) | 8,250 | D | ||||
| Restricted Stock Units | $ 0 | 11/30/2012 | A | 11,925 | (5) | (5) | Ordinary Shares | 11,925 | (5) | 11,925 | D | ||||
| Stock Option | $ 51.94 | 11/30/2012 | A | 44,100 | (6) | 02/21/2022 | Ordinary Shares | 44,100 | (6) | 44,100 | D | ||||
| Stock Option | $ 53.71 | 11/30/2012 | A | 44,000 | (7) | 02/22/2021 | Ordinary Shares | 44,000 | (7) | 44,000 | D | ||||
| Stock Option | $ 29.535 | 11/30/2012 | A | 56,000 | (8) | 02/24/2014 | Ordinary Shares | 56,000 | (8) | 56,000 | D | ||||
| Stock Option | $ 34.11 | 11/30/2012 | A | 42,000 | (9) | 02/22/2015 | Ordinary Shares | 42,000 | (9) | 42,000 | D | ||||
| Stock Option | $ 34.31 | 11/30/2012 | A | 25,000 | (10) | 02/21/2016 | Ordinary Shares | 25,000 | (10) | 25,000 | D | ||||
| Stock Option | $ 40.405 | 11/30/2012 | A | 32,000 | (11) | 02/27/2017 | Ordinary Shares | 32,000 | (11) | 32,000 | D | ||||
| Stock Option | $ 41.565 | 11/30/2012 | A | 35,200 | (12) | 02/26/2018 | Ordinary Shares | 35,200 | (12) | 35,200 | 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/ Elizabeth K. Riotte, 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 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 3,544 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 18,200 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 8,250 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 11,925 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 44,100 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 44,100 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 44,000 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 44,000 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 56,000 New Eaton ordinary shares for $29.535 per share, which is fully vested, was received in the Merger in exchange for an option to purchase 56,000 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 42,000 New Eaton ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 42,000 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 25,000 New Eaton ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 25,000 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 32,000 New Eaton ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 32,000 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 35,200 New Eaton ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 35,200 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. |