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*
GALVIN WALTER J
(Last) (First) (Middle)
C/O EMERSON ELECTRIC CO.
8000 W. FLORISSANT AVENUE
(Street)
ST .LOUIS MO 63136
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EMERSON ELECTRIC CO [ EMR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Vice Chairman
3. Date of Earliest Transaction (Month/Day/Year)
02/11/2011
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
Common Stock 02/11/2011 M(1) 56,680(1) A $26.415 436,162 D
Common Stock 02/11/2011 F(2) 24,489(2) D $61.135 411,673 D
Common Stock 02/11/2011 F(3) 12,756(3) D $61.135 398,917 D
Common Stock 154,000 I JGM Investors, LP(4)
Common Stock 19,204 I Spouse
Common Stock 3,226 I Trust - Daughter Megan(5)
Common Stock 3,226 I Trust - Son Greg(5)
Common Stock 16,927.765 I 401(k) plan
Common Stock 11,429.81 I 401(k) excess plan
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 (right to buy) $26.415 02/11/2011 M(1) 56,680 10/16/2004(6) 01/16/2012 Common Stock 56,680 (7) 0 D
Employee Stock Option (right to buy) $26.415 10/16/2002(8) 01/16/2012 Common Stock 56,660 56,660 I The Galvin Family Trust(9)
Explanation of Responses:
1. Exercise of 3,784 incentive stock options and 52,896 non-qualified stock options exempt under Rule 16b-3.
2. Payment of option exercise price by delivering securities.
3. Shares withheld for taxes exempt under Rule 16b-3 resulting from non-qualified stock option exercise.
4. JGM Investors, LP is a limited partnership of which The Galvin Family Trust and the Reporting Person's spouse are the general partners. The Galvin Family Trust is the controlling general partner of JGM Investors, LP. The Reporting Person's children are the trustees of The Galvin Family Trust and the Reporting Person's spouse and children are the beneficiaries. The Galvin Family Trust has a 99.9% limited partnership interest in JGM Investors, LP. The Reporting Person disclaims beneficial ownership in the shares held by JGM Investors, LP that are beneficially owned by his children.
5. The Reporting Person disclaims beneficial ownership.
6. The exercised options vested as follows: 16,377 on 10/16/2003 and 40,303 on 10/16/2004. When taken together with the unexercised options reported in this Form 4 owned by the Galvin Family Trust and previously exercised options having the same grant date, exercise price and expiration date as the exercised options, all such options together vested in three equal annual installments beginning on 10/16/2002.
7. Price is not applicable to stock options received as incentive compensation.
8. When taken together with previously exercised options and the exercised options reported in this Form 4 owned directly by the Reporting Person having the same grant date, exercise price and expiration date, all such options together vested in three equal annual installments beginning on 10/16/2002.
9. The Reporting Person disclaims beneficial ownership in the options held by The Galvin Family Trust that are beneficially owned by his children. See note 4 for more information regarding The Galvin Family Trust.
Remarks:
/s/ Timothy G. Westman, Attorney-in-Fact for Walter J. Galvin 02/14/2011
** 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.
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