SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

GROSS THOMAS

(Last)

(First)

(Middle)

EATON CENTER

1111 SUPERIOR AVE.

(Street)

CLEVELAND

44114

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EATON CORP [ ETN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VC & COO - Electrical Sector

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

4. If Amendment, Date of 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

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)
Common Stock	11/30/2012		D		42,826.2	D	⁽¹⁾	0	D
Common Stock	11/30/2012		D		4,151.004	D	⁽¹⁾	0	I	By trustee of ESP

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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

Explanation of Responses:

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.

	/s/ Kathleen S. O'Connor, as Attorney-in-Fact	12/03/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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