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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* TRUMBULL R SCOTT (Last) (First) (Middle) FRANKLIN ELECTRIC CO., INC. 400 E SPRING STREET (Street) BLUFFTON IN 46714 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FRANKLIN ELECTRIC CO INC [ fele ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chairman and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 05/26/2011
	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								2,711(1)	I	401(K)
common stock								12,500(2)	D
common stock								13,564(3)	D
common stock								1,814(3)	D
common stock	05/27/2011		M		4,031(5)	A	$43.0286	167,894	D

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
option	$24.01							(4)	01/01/2013	common stock	80,430		80,430	D
option	$24.98	05/27/2011		M			13,919	(6)	04/19/2012	common stock	6,081	$24.98	86,511	D
option	$29.95							(4)	02/12/2014	common stock	60,800		147,311	D
option	$40.93							(7)	02/10/2015	common stock	30,200		177,511	D
option	$45.9							(7)	02/17/2016	common stock	18,500		196,011	D
option	$48.87							(7)	02/09/2017	common stock	14,500		210,511	D
option	$32.19							(7)	02/28/2018	common stock	57,300		267,811	D
option	$17.34							(7)	03/05/2019	common stock	100,000		367,811	D
option	$28.82							(7)	02/22/2020	common stock	39,900		407,711	D
option	$43.43							(7)	03/02/2021	common stock	43,096		450,807	D
stock units	(8)	05/26/2011	(8)	A		6.15		(8)	(8)	common stock	6.15	(8)	1,965.07	D

Explanation of Responses:

1. Holdings within the Franklin Electric Co., Inc. Directed Investment Salary Plan Trust. The information reported herein is based on a plan statement as of December 31, 2010.

2. Shares vest at the end of 4 years.

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

4. The options become exercisable in five equal installments of 1/5 each year, beginning on the first anniversary of the grant date.

5. Excercised 13191 shares, however withheld shares to cover exercise cost including taxes. Net add to shares is 4031 shares to owned outright balance.

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

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

8. Pursuant to terms of the Nonemployee Directors' Deferred Compensation Plan approved by the board of directors on February 11, 2000 and amended and restated on April 28, 2006, Mr. Trumbull elected to receive his 2009 board of directors retainer in Franklin Electric Co., Inc. common stock, issuance of such shares deferred until he retires or otherwise leaves the board of directors (e.g. Stock Units). On May 26, 2010, Mr. Trumbull was credited with 6.15 Stock Units for dividends that would have been paid on such deferred shares. At distribution, Mr. Trumbull may elect pursuant to the terms of the Plan to receive his deferrd compensation either in shares of Franklin common stock or in cash.

	R. Scott Trumbull	05/27/2011
	** 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).
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