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^*

VANLANDINGHAM WILLIAM J II

(Last)

(First)

(Middle)

1000 EATON BLVD.

(Street)

CLEVELAND

44122

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/15/2017

3. Issuer Name and Ticker or Trading Symbol
Eaton Corp plc [ ETN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks below

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)
Ordinary Shares	4,939	D
Ordinary Shares	3,417.5⁽¹⁾	I	by trustee of ESP

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)
Restricted Stock Units	02/24/2016⁽²⁾	⁽³⁾	Ordinary Shares	471	$0.0⁽⁴⁾	D
Restricted Stock Units	02/23/2017⁽⁵⁾	⁽³⁾	Ordinary Shares	3,304	$0.0⁽⁴⁾	D
Restricted Stock Units	06/15/2017⁽⁶⁾	⁽³⁾	Ordinary Shares	3,465	$0.0⁽⁴⁾	D
Restricted Stock Units	02/21/2018⁽⁷⁾	⁽³⁾	Ordinary Shares	4,505	$0.0⁽⁴⁾	D
Restricted Stock Units	02/23/2019⁽⁸⁾	⁽³⁾	Ordinary Shares	4,545	$0.0⁽⁴⁾	D
Stock Option	02/22/2012⁽⁹⁾	02/22/2021	Ordinary Shares	6,390	$53.71	D
Stock Option	02/21/2013⁽¹⁰⁾	02/21/2022	Ordinary Shares	6,400	$51.94	D
Stock Option	02/26/2014⁽¹¹⁾	02/26/2023	Ordinary Shares	7,400	$59.56	D
Stock Option	02/25/2015⁽¹²⁾	02/25/2024	Ordinary Shares	4,650	$75.36	D
Stock Option	02/24/2016⁽¹³⁾	02/24/2025	Ordinary Shares	6,350	$71.72	D
Stock Option	02/23/2017⁽¹⁴⁾	02/23/2026	Ordinary Shares	26,600	$56.55	D
Stock Option	02/21/2018⁽¹⁵⁾	02/21/2027	Ordinary Shares	22,650	$71.89	D

Explanation of Responses:

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

2. These restricted stock units were granted on February 24, 2015 and vest as follows: 33% on the first and second anniversary of the grant date and the remaining 34% on the third anniversary of the grant date.

3. This field is not applicable.

4. Each restricted stock unit represents a contingent right to receive one common share of the issuer.

5. These restricted stock units were granted on February 23, 2016 and vest as follows: 33% on the first and second anniversary of the grant date and the remaining 34% on the third anniversary of the grant date.

6. These restricted stock units were granted on June 15, 2015 and vest as follows: 30% on the second and third anniversaries of the grant date and 40% on the fourth anniversary of the grant date.

7. These restricted stock units were granted on February 21, 2017 and vest as follows: 33% on the first and second anniversary of the grant date and the remaining 34% on the third anniversary of the grant date.

8. These restricted stock units vest on the third anniversary of the grant date.

9. These options were granted on February 22, 2011, and are fully vested and exercisable.

10. These options were granted on February 21, 2012, and are fully vested and exercisable.

11. These options were granted on February 26, 2013, and are fully vested and exercisable.

12. These options were granted on February 25, 2014, and are fully vested and exercisable.

13. These options were granted on February 24, 2015, and are exercisable as follows: 33% on the first and second anniversaries of the grant date and 34% on the third anniversary of the grant date.

14. These options were granted on February 23, 2016, and are exercisable as follows: 33% on the first and second anniversaries of the grant date and 34% on the third anniversary of the grant date.

15. These options were granted on February 21, 2017, and are exercisable as follows: 33% on the first and second anniversaries of the grant date and 34% on the third anniversary of the grant date.

Remarks:

President, Electrical Systems and Services Group, of Eaton Corporation, a subsidiary of the Issuer.

	/s/ Lizbeth L. Wright, as Attorney-in-Fact	03/23/2017
	** 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).
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