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)
1000 EATON BOULEVARD

(Street)
CLEVELAND OH 44122

(City) (State) (Zip)
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)
See Remarks below.
3. Date of Earliest Transaction (Month/Day/Year)
05/28/2014
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)
Code V Amount (A) or (D) Price
Ordinary Shares 05/28/2014 M 29,514 A $40.405 91,962.2 D
Ordinary Shares 05/28/2014 S 29,514 D $74.4181 (1) 62,448.2 D
Ordinary Shares 05/28/2014 M 32,795 A $41.565 95,243.2 D
Ordinary Shares 05/28/2014 S 32,795 D $74.2955 (1) 62,448.2 D
Ordinary Shares 05/28/2014 M 38,417 A $53.71 100,865.2 D
Ordinary Shares 05/28/2014 S 38,417 D $74.2868 (1) 62,448.2 D
Ordinary Shares 05/28/2014 S 10,000 D $74.2851 (2) 52,448.2 D
Ordinary Shares 4,721.02 (3) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $40.405 05/28/2014 M 29,514 02/27/2008 02/27/2017 Ordinary Shares 29,514 $0.00 0 D
Stock Option $41.565 05/28/2014 M 32,795 02/26/2009 02/26/2018 Ordinary Shares 32,795 $0.00 0 D
Stock Option $53.71 05/28/2014 M 38,417 02/22/2012 02/22/2021 Ordinary Shares 38,417 $0.00 3,722 D
Explanation of Responses:
1. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $73.98 - $74.49. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
2. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $73.98 - $74.50. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
3. These ordinary shares are held in the Eaton Savings Plan.
Remarks:
Vice Chairman and Chief Operating Officer-Electrical Sector of Eaton Corporation, a subsidiary of the Issuer.
/s/Elizabeth K. Riotte, as Attorney-in-Fact 05/30/2014
** 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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