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*
Castillo Daniel J
(Last) (First) (Middle)
509 WEST MONROE ST.
(Street)
HIGHLAND IL 62249
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cooper Industries plc [ CBE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, Cooper B-Line
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)
Code V Amount (A) or (D) Price
Ordinary Shares 0(1)(8) I 401-K Plan Trustee
Ordinary Shares 11/30/2012 D 3,000 D (2)(8) 0 D
Ordinary Shares 11/30/2012 A 1,695 A (3)(8) 1,695 D
Ordinary Shares 11/30/2012 D 1,695 D (3)(8) 0 D
Ordinary Shares 11/30/2012 A 2,025 A (3)(8) 2,025 D
Ordinary Shares 11/30/2012 D 2,025 D (3)(8) 0 D
Ordinary Shares 11/30/2012 A 5,500 A (4)(8) 5,500 D
Ordinary Shares 11/30/2012 D 5,500 D (4)(8) 0 D
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
Employee Stock Option $43.78 11/30/2012 D 1,500 (5) 02/14/2017 Ordinary Shares 1,500 $35.32 0 D
Employee Stock Option $65.76 11/30/2012 D 3,600 (6) 02/14/2018 Ordinary Shares 3,600 $13.34 0 D
Employee Stock Option $60.88 11/30/2012 D 10,000 (7) 02/13/2019 Ordinary Shares 10,000 $18.22(8) 0 D
Explanation of Responses:
1. Each share held under the Company's Savings and Stock Ownership Plan was disposed of pursuant to the Transaction Agreement between the Company and Eaton Corporation for $39.15 in cash and .77479 ordinary shares of Eaton Corporation plc.
2. Restricted stock units held under the Company's Amended and Restated Stock Incentive Plan. Each restricted stock unit became fully vested and was exchanged for $39.15 in cash and .77479 ordinary shares of Eaton Corporation plc pursuant to the Transaction Agreement between the Company and Eaton Corporation.
3. Performance shares held under the Amended and Restated Stock Incentive Plan. Each performance share became fully vested and was exchanged for $39.15 in cash and .77479 ordinary shares of Eaton Corporation plc pursuant to the Transaction Agreement between the Company and Eaton Corporation.
4. Performance shares held under the Company's 2011 Omnibus Incentive Compensation Plan. Each performance share became fully vested and was exchanged for $39.15 in cash and .77479 ordinary shares of Eaton Corporation plc pursuant to the Transaction Agreement between the Company and Eaton Corporation
5. Option granted under the Company's Amended and Restated Stock Incentive Plan; exercisable to the extent of one-third on or after February 14, 2011, two-thirds on or after February 14, 2012; and in full on or after February 14, 2013. The option became fully vested and was converted into the right to receive a cash payment repesenting the difference between the exercise price of the option and the underlying value of the Company 's ordinary shares on the effective date of the Transaction Agreement between the Company and Eaton Corporation.
6. Option granted under the Company's Amended and Restated Stock Incentive Plan; exercisable to the extent of one-third on or after February 14, 2012, two-thirds on or after February 14, 2013; and in full on or after February 14, 2014. The option became fully vested and was converted into the right to receive a cash payment repesenting the difference between the exercise price of the option and tthe underlying value of the Company 's ordinary shares on the effective date of the Transaction Agreement between the Company and Eaton Corporation.
7. Option granted under the Company's 2011 Omnibus Incentive Compensation Plan; exercisable to the extent of one-third on or after February 13, 2013, two-thirds on or after February 13, 2014; and in full on or after February 13, 2015. The option became fully vested and the difference between the exercise price and the underlying value of the Company's shares was converted into a net number of Cooper shares with each such share having the right to receive $39.15 in cash and .77479 ordinary shares of Eaton Corporation plc.
8. The shares of Eaton Corporation had a market value of $51.9056 on the Effective Date of the Transaction.
Remarks:
Attorney-in-Fact 12/04/2012
** 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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