SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Walsh Jay J

(Last)

(First)

(Middle)

FRANKLIN ELECTRIC CO., INC.

9255 COVERDALE ROAD

(Street)

FORT WAYNE

46809

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/03/2019

3. Issuer Name and Ticker or Trading Symbol
FRANKLIN ELECTRIC CO INC [ FELE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Franklin Fueling

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
common stock	15,399⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
option	⁽²⁾	03/06/2023	common stock	828	$32.53	D
option	⁽²⁾	03/04/2024	common stock	694	$43.27	D
option	⁽²⁾	02/26/2025	common stock	1,512	$36.67	D
option	⁽²⁾	02/25/2026	common stock	2,053	$29.08	D
option	⁽²⁾	02/23/2027	common stock	1,634	$42.2	D
option	⁽²⁾	02/22/2028	common stock	2,151	$40.25	D
option	⁽²⁾	03/23/2020	common stock	1,016	$14.945	D
option	⁽²⁾	03/02/2021	common stock	750	$21.715	D
option	⁽²⁾	05/04/2022	common stock	732	$24.095	D
option	⁽³⁾	02/21/2029	common stock	2,755	$55.16	D

Explanation of Responses:

1. Includes 2,201 restricted shares that vest on 2/25/2020, 1,896 restricted shares that vest on 2/23/2021, 2,437 restricted shares that vest on 2/22/2022, 3,118 restricted shares that vest on 2/21/2022 and 5,747 shares owned outright.

2. The options become exercisable in four equal installments of 1/4 each year, beginning on the first anniversary of the grant date.

3. The options become exercisable in three equal installments of 1/3 each year, beginning on the first anniversary of the grant date.

Remarks:

	Jay J. Walsh	05/07/2019
	** 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 5 (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.
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