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*
AVEDON MARCIA J

(Last) (First) (Middle)
C/O INGERSOLL-RAND COMPANY
ONE CENTENNIAL AVENUE

(Street)
PISCATAWAY NJ 08854

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Ingersoll-Rand plc [ IR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
08/31/2007
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 (EDCP II) 09/01/2009 A 268.82(1) A $0 20,314.06(2) D
Ordinary Shares 18,070(2) D
Ordinary Shares (Restricted Share Units) 12,819(2) D
Ordinary Shares 1,284.91(3) I By Plan Trustee
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
Phantom Stock Units $0 08/31/2007 A 4,041.07(4) (5) (5) Ordinary Shares 4,041.07 $0 4,041.07(6) I By Plan Trustee
Explanation of Responses:
1. Reflects acquisitions of dividend equivalents paid on Company stock held through Company deferred compensation plans from September 1, 2009 to June 30, 2011. The dividends equivalents are paid at the same rate and at the same time as dividends paid to the Company's shareholders. Prior to July 1, 2009, acquisitions of dividend equivalents were exempt from reporting pursuant to Rule 16a-11 under the Securities Exchange Act of 1934 (the "Act"). On July 1, 2009, the Company became the successor of Ingersoll-Rand Company Limited, a Bermuda company ("IR-Bermuda"), and in connection therewith, IR Bermuda's dividend reinvestment plan was terminated. A similar report is being filed for all Section 16 officers and directors who participate in Company deferred compensation plans.
2. Reflects total ownership as of the date of this filing.
3. Latest available information provided by the trustee of the Ingersoll-Rand Employee Savings Plan.
4. Reflects Company matching contributions and dividends on such contributions under Company supplemental compensation plans that were invested in a unitized Company stock fund from August 31, 2007 to September 7, 2011. The Company has determined that such supplemental plans do not meet all of the requirements for an "Excess Benefit Plan" under which transactions are generally exempt from reporting pursuant to Rules16b-3(c) of the Act. A similar report is being filed for all Section 16 officers who participate in Company supplemental compensation plans.
5. These Phantom Stock Units are to be settled in cash equal to the fair market value of ordinary shares multiplied by the number of phantom stock units held upon the reporting person's termination of employment with the issuer.
6. The number of shares is an approximate number based on the total market value of the reporting person's Company stock fund units, as reported by the trustee of the Company supplemental compensation plans.
Remarks:
/s/ S. Wade Sheek - Attorney-in-Fact 09/30/2011
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.