SEC FORM 4

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^*

GROSS THOMAS

(Last)

(First)

(Middle)

1000 EATON BOULEVARD

(Street)

CLEVELAND

44122

(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)
	See Remarks below.

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	05/28/2014		M		29,514	A	$40.405	91,962.2	D
Ordinary Shares	05/28/2014		S		29,514	D	$74.4181⁽¹⁾	62,448.2	D
Ordinary Shares	05/28/2014		M		32,795	A	$41.565	95,243.2	D
Ordinary Shares	05/28/2014		S		32,795	D	$74.2955⁽¹⁾	62,448.2	D
Ordinary Shares	05/28/2014		M		38,417	A	$53.71	100,865.2	D
Ordinary Shares	05/28/2014		S		38,417	D	$74.2868⁽¹⁾	62,448.2	D
Ordinary Shares	05/28/2014		S		10,000	D	$74.2851⁽²⁾	52,448.2	D
Ordinary Shares								4,721.02⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$40.405	05/28/2014		M			29,514	02/27/2008	02/27/2017	Ordinary Shares	29,514	$0.00	0	D
Stock Option	$41.565	05/28/2014		M			32,795	02/26/2009	02/26/2018	Ordinary Shares	32,795	$0.00	0	D
Stock Option	$53.71	05/28/2014		M			38,417	02/22/2012	02/22/2021	Ordinary Shares	38,417	$0.00	3,722	D

Explanation of Responses:

1. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $73.98 - $74.49. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

2. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $73.98 - $74.50. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

3. These ordinary shares are held in the Eaton Savings Plan.

Remarks:

Vice Chairman and Chief Operating Officer-Electrical Sector of Eaton Corporation, a subsidiary of the Issuer.

	/s/Elizabeth K. Riotte, as Attorney-in-Fact	05/30/2014
	** 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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