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^*

PELTZ NELSON

(Last)

(First)

(Middle)

280 PARK AVENUE

41ST FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ingersoll-Rand plc [ IR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	07/23/2013		X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		45,773	A	$42.4889	13,489,599	I⁽⁵⁾⁽⁶⁾	Please see explanation below⁽⁵⁾⁽⁶⁾
Ordinary Shares	07/23/2013		S⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		45,773	D	$61.1867	13,443,826	I⁽⁵⁾⁽⁶⁾	Please see explanation below⁽⁵⁾⁽⁶⁾
Ordinary Shares	07/23/2013		X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		166,728	A	$42.1184	13,610,554	I⁽⁵⁾⁽⁶⁾	Please see explanation below⁽⁵⁾⁽⁶⁾
Ordinary Shares	07/23/2013		S⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		166,728	D	$61.1867	13,443,826	I⁽⁵⁾⁽⁶⁾	Please see explanation below⁽⁵⁾⁽⁶⁾
Ordinary Shares	07/23/2013		X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		144,674	A	$42.0172	13,588,500	I⁽⁵⁾⁽⁶⁾	Please see explanation below⁽⁵⁾⁽⁶⁾
Ordinary Shares	07/23/2013		S⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		144,674	D	$61.1867	13,443,826	I⁽⁵⁾⁽⁶⁾	Please see explanation below⁽⁵⁾⁽⁶⁾
Ordinary Shares	07/23/2013		S		20,226	D	$61.1143⁽⁷⁾	13,423,600	I⁽⁵⁾⁽⁶⁾	Please see explanation below⁽⁵⁾⁽⁶⁾
Ordinary Shares	07/23/2013		S		2,018	D	$61.9127⁽⁸⁾	13,421,582	I⁽⁵⁾⁽⁶⁾	Please see explanation below⁽⁵⁾⁽⁶⁾
Ordinary Shares	07/24/2013		X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		16,566	A	$41.4842	13,438,148	I⁽⁵⁾⁽⁶⁾	Please see explanation below⁽⁵⁾⁽⁶⁾
Ordinary Shares	07/24/2013		S⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		16,566	D	$60.7655	13,421,582	I⁽⁵⁾⁽⁶⁾	Please see explanation below⁽⁵⁾⁽⁶⁾
Ordinary Shares	07/24/2013		X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		265,846	A	$41.3579	13,687,428	I⁽⁵⁾⁽⁶⁾	Please see explanation below⁽⁵⁾⁽⁶⁾
Ordinary Shares	07/24/2013		S⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		265,846	D	$60.7655	13,421,582	I⁽⁵⁾⁽⁶⁾	Please see explanation below⁽⁵⁾⁽⁶⁾
Ordinary Shares	07/24/2013		S		500,000	D	$60.6115⁽⁹⁾	12,921,582	I⁽⁵⁾⁽⁶⁾	Please see explanation below⁽⁵⁾⁽⁶⁾
Ordinary Shares	07/24/2013		S		17,588	D	$60.7655	12,903,994	I⁽⁵⁾⁽⁶⁾	Please see explanation below⁽⁵⁾⁽⁶⁾

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)
Put/Call Option (right and obligation to buy)	$42.4889	07/23/2013		X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾			45,773	⁽¹⁾⁽²⁾⁽³⁾	10/28/2013	Ordinary Shares	45,773	$42.4889	169,073	I⁽⁵⁾⁽⁶⁾	Please see explanation below⁽⁵⁾⁽⁶⁾
Put/Call Option (right and obligation to buy)	$42.1184	07/23/2013		X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾			166,728	⁽¹⁾⁽²⁾⁽³⁾	10/28/2013	Ordinary Shares	166,728	$42.1184	6,264	I⁽⁵⁾⁽⁶⁾	Please see explanation below⁽⁵⁾⁽⁶⁾
Put/Call Option (right and obligation to buy)	$42.0172	07/23/2013		X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾			144,674	⁽¹⁾⁽²⁾⁽³⁾	10/28/2013	Ordinary Shares	144,674	$42.0172	115,712	I⁽⁵⁾⁽⁶⁾	Please see explanation below⁽⁵⁾⁽⁶⁾
Put/Call Option (right and obligation to buy)	$41.4842	07/24/2013		X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾			16,566	⁽¹⁾⁽²⁾⁽³⁾	06/01/2014	Ordinary Shares	16,566	$41.4842	5,179	I⁽⁵⁾⁽⁶⁾	Please see explanation below⁽⁵⁾⁽⁶⁾
Put/Call Option (right and obligation to buy)	$41.3579	07/24/2013		X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾			265,846	⁽¹⁾⁽²⁾⁽³⁾	06/01/2014	Ordinary Shares	265,846	$41.3579	263,578	I⁽⁵⁾⁽⁶⁾	Please see explanation below⁽⁵⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

PELTZ NELSON

(Last)

(First)

(Middle)

280 PARK AVENUE

41ST FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Trian Fund Management, L.P.

(Last)

(First)

(Middle)

280 PARK AVENUE

41ST FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			less than 10% owner

Explanation of Responses:

1. Each of Trian Onshore, Trian Offshore and TPSIF (each as defined below and collectively, the "Trian Option Holders") have entered into a series of privately negotiated back-to-back call and put transactions (the "Options") with two counterparties ("Counterparty 1" and "Counterparty 2") through which they acquired an economic interest in the indicated shares. In these transactions, simultaneously with the purchase of each call option from a counterparty, the Trian Option Holders also sold a put option to such counterparty for the same number of shares.

2. (FN 1, contd.) Pursuant to the put option, if on the expiration date of the Options (which expiration date may be extended by Counterparty 1 or Counterparty 2, as applicable at its option, for 2 years or 18 months respectively, the "Expiration Date"), the exercise price per share of the call option were greater than the closing price of the shares on the Expiration Date (the "Closing Price"), then the counterparty would be entitled to cause the applicable Trian Option Holders, at their election, to either (i) pay the counterparty an amount in cash equal to the product of (a) the excess of the exercise price per share pursuant to such option (the "Exercise Price") over the Closing Price and (b) the number of shares set forth above or (ii) acquire from the counterparty the number of shares set forth above at the Exercise Price.

3. (FN 2, contd.) The call options are exercisable into shares of common stock of the Issuer at any time, in whole or in part, prior to their expiration date. As part of these transactions, the Trian Option Holders pay each counterparty a financing fee based on the number of days that the Options that it holds are outstanding, which fee is calculated using a monthly rate equal to one month LIBOR plus an applicable spread.

4. Cash settled exercise of put/call options (right and obligation to buy). Upon the exercise of the call options, a corresponding number of put options held by the applicable counterparty automatically terminated.

5. Trian Fund Management, L.P ("Trian Management") serves as the management company for Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore"), Trian Partners Parallel Fund I, L.P. ("Parallel Fund I"), Trian Partners Master Fund (ERISA), L.P., ("Trian ERISA"), Trian Partners Strategic Investment Fund, L.P. ("TPSIF"), Trian Partners Strategic Investment Fund-A, L.P. ("Strategic Fund-A"), Trian Partners Strategic Co-Investment Fund-A, L.P. ("Coinvest Fund-A"), Trian IR Holdco Ltd. ("IR Holdco"), Trian SPV (SUB) VI, L.P. ("SPV VI") and Trian SPV (SUB) VI-A, L.P. ("SPV VI-A" and collectively, the "Trian Entities") and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the Issuer held by them.

6. (FN 5, contd.) Mr. Peltz is a member of Trian Fund Management GP, LLC, which is the general partner of Trian Management, and therefore is in a position to determine the investment and voting decisions made by Trian Management on behalf of the Trian Entities. Accordingly, Mr. Peltz may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by the Trian Entities. The Reporting Persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Mr. Peltz is a director of the Issuer.

7. The price shown in Column 4 is a weighted average sale price. The price range for the sales is $60.72 to $61.72. The Reporting Person undertake to provide upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

8. The price shown in Column 4 is a weighted average sale price. The price range for the sales is $61.73 to $62.24. The Reporting Person undertake to provide upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

9. The price shown in Column 4 is a weighted average sale price. The price range for the sales is $60.50 to $60.85. The Reporting Person undertake to provide upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

Remarks:

	Stuart I. Rosen, Attorney-in-fact for Nelson Peltz	07/25/2013
	Stuart I. Rosen, Attorney-in-Fact for Peter W. May, member of the general partner of Trian Fund Management, L.P.	07/25/2013
	** 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).
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