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*
ARNOLD CRAIG
(Last) (First) (Middle)
EATON CENTER
1111 SUPERIOR AVE.
(Street)
CLEVELAND OH 44114
(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)
VC & COO-Industrial 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)
Code V Amount (A) or (D) Price
Ordinary Shares 11/30/2012 A 124,585 A (1) 124,585 D
Ordinary Shares 11/30/2012 A 140.953 A (1) 140.953 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
Restricted Stock Units $0.00 11/30/2012 A 3,544 (2) (2) Ordinary Shares 3,544 (2) 3,544 D
Restricted Stock Units $0.00 11/30/2012 A 18,200 (3) (3) Ordinary Shares 18,200 (3) 18,200 D
Restricted Stock Units $0.00 11/30/2012 A 8,250 (4) (4) Ordinary Shares 8,250 (4) 8,250 D
Restricted Stock Units $0.00 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 $34.11 11/30/2012 A 68,400 (8) 02/22/2015 Ordinary Shares 68,400 (8) 68,400 D
Stock Option $34.31 11/30/2012 A 60,000 (9) 02/21/2016 Ordinary Shares 60,000 (9) 60,000 D
Stock Option $40.405 11/30/2012 A 60,000 (10) 02/27/2017 Ordinary Shares 60,000 (10) 60,000 D
Stock Option $41.565 11/30/2012 A 63,000 (11) 02/26/2018 Ordinary Shares 63,000 (11) 63,000 D
Explanation of Responses:
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 68,400 New Eaton ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 68,400 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.
9. This option to purchase 60,000 New Eaton ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 60,000 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.
10. This option to purchase 60,000 New Eaton ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 60,000 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.
11. This option to purchase 63,000 New Eaton ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 63,000 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.
/s/ Elizabeth K. Riotte, 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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