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*
DELLAQUILA FRANK 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Exec. VP & CFO
3. Date of Earliest Transaction (Month/Day/Year)
02/12/2013
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 02/12/2013 M(1) 10,000(1) A $31.6275 61,694 D
Common Stock 02/12/2013 F(2) 5,452(2) D $58.005 56,242 D
Common Stock 02/12/2013 F(3) 92(3) D $58.005 56,150 D
Common Stock 8,617 I Spouse
Common Stock 1,845 I Trust-Son
Common Stock 56,486 I FJD 2012 Gift Trust(5)
Common Stock 75,315 I SRD 2012 Gift Trust(6)
Common Stock 967.327 I 401(k) plan
Common Stock 2,634.397 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) $31.6275 02/12/2013 M(1) 10,000(1) 10/05/2005(4) 10/05/2014 Common Stock 10,000 (7) 0 D
Explanation of Responses:
1. Exercise of 9,480 incentive stock options and 520 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. The options vested in three equal annual installments beginning on the date indicated.
5. Grantor trust for the Reporting Person with the Reporting Person's spouse and descendants as its beneficiaries. The Reporting Person is the trustee of The FJD 2012 Gift Trust.
6. Grantor trust for the Reporting Person's spouse with the Reporting Person's descendants as its beneficiaries. The Reporting Person and the Reporting Person's spouse are co-trustees of The SRD 2012 Gift Trust.
7. Price is not applicable to stock options received as incentive compensation.
Remarks:
/s/ John G. Shively, Attorney-in-Fact for Frank J. Dellaquila 02/14/2013
** 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.