Craig Arnold Form 4 Eaton / CRAIG ARNOLD ownership change

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^*

ARNOLD CRAIG

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2020

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	11/09/2020		M		40,550	A	$68.95	391,525	D
Ordinary Shares	11/09/2020		S		40,550	D	$116.53⁽¹⁾	350,975	D
Ordinary Shares	11/09/2020		M		1,768	A	$56.55	352,743	D
Ordinary Shares	11/09/2020		S		1,768	D	$116.58⁽²⁾	350,975	D
Ordinary Shares	11/09/2020		M		20,000	A	$56.55	370,975	D
Ordinary Shares	11/09/2020		S		20,000	D	$117.04⁽³⁾	350,975	D
Ordinary Shares	11/09/2020		M		15,610	A	$56.55	366,585	D
Ordinary Shares	11/09/2020		S		15,610	D	$117.06⁽⁴⁾	350,975	D
Ordinary Shares	11/09/2020		M		30,000	A	$56.55	380,975	D
Ordinary Shares	11/09/2020		S		30,000	D	$117.6⁽⁵⁾	350,975	D
Ordinary Shares	11/09/2020		M		30,000	A	$56.55	380,975	D
Ordinary Shares	11/09/2020		S		30,000	D	$116.91⁽⁶⁾	350,975	D
Ordinary Shares	11/09/2020		M		30,000	A	$56.55	380,975	D
Ordinary Shares	11/09/2020		S		30,000	D	$116.92⁽⁷⁾	350,975	D
Ordinary Shares	11/09/2020		M		3,235	A	$56.55	354,210	D
Ordinary Shares	11/09/2020		S		3,235	D	$116.54⁽⁸⁾	350,975	D
Ordinary Shares	11/10/2020		M		1,450	A	$68.95	352,425	D
Ordinary Shares	11/10/2020		S		1,450	D	$115	350,975	D
Ordinary Shares	11/10/2020		M		26,150	A	$75.36	377,125	D
Ordinary Shares	11/10/2020		S		26,150	D	$115	350,975	D
Ordinary Shares	11/10/2020		M		35,900	A	$71.72	386,875	D
Ordinary Shares	11/10/2020		S		35,900	D	$115	350,975	D
Ordinary Shares	11/10/2020		M		2,237	A	$56.55	353,212	D
Ordinary Shares	11/10/2020		S		2,237	D	$115.02⁽⁹⁾	350,975	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)
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	$68.95	11/09/2020		M			40,550	07/23/2014	07/23/2023	Ordinary Shares	40,550	$68.95	1,450	D
Stock Option	$56.55	11/09/2020		M			1,768	02/23/2017⁽¹⁰⁾	02/23/2026	Ordinary Shares	1,768	$56.55	131,082	D
Stock Option	$56.55	11/09/2020		M			20,000	02/23/2017⁽¹⁰⁾	02/23/2026	Ordinary Shares	20,000	$56.55	111,082	D
Stock Option	$56.55	11/09/2020		M			15,610	02/23/2017⁽¹⁰⁾	02/23/2026	Ordinary Shares	15,610	$56.55	95,472	D
Stock Option	$56.55	11/09/2020		M			30,000	02/23/2017⁽¹⁰⁾	02/23/2026	Ordinary Shares	30,000	$56.55	65,472	D
Stock Option	$56.55	11/09/2020		M			30,000	02/23/2017⁽¹⁰⁾	02/23/2026	Ordinary Shares	30,000	$56.55	35,472	D
Stock Option	$56.55	11/09/2020		M			30,000	02/23/2017⁽¹⁰⁾	02/23/2026	Ordinary Shares	30,000	$56.55	5,472	D
Stock Option	$56.55	11/09/2020		M			3,235	02/23/2017⁽¹⁰⁾	02/23/2026	Ordinary Shares	3,235	$56.55	2,237	D
Stock Option	$68.95	11/10/2020		M			1,450	07/23/2014	07/23/2023	Ordinary Shares	1,450	$68.95	0	D
Stock Option	$75.36	11/10/2020		M			26,150	02/25/2015	02/25/2024	Ordinary Shares	26,150	$75.36	0	D
Stock Option	$71.72	11/10/2020		M			35,900	02/24/2016⁽¹⁰⁾	02/24/2025	Ordinary Shares	35,900	$71.72	0	D
Stock Option	$56.55	11/10/2020		M			2,237	02/23/2017⁽¹⁰⁾	02/23/2026	Ordinary Shares	2,237	$56.55	0	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 $116.50 - $116.76. 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 $116.51 - $116.68. 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. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $116.98 - $117.37. 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.

4. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $117.00 - $117.41. 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.

5. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $117.52 - $117.90. 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.

6. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $116.76 - $117.25. 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.

7. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $116.92 - $116.99. 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.

8. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $116.50 - $116.63. 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.

9. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $115.00 - $115.08. 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.

10. These options become exercisable as follows: 33% on the first and second anniversary of the date of the grant and the remaining 34% on the third anniversary of the date of the grant.

Remarks:

Chief Executive Officer of Eaton Corporation, a subsidiary of the Issuer.

	/s/ Lizbeth L. Wright, as Attorney-in Fact	11/12/2020
	** 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.

Craig Arnold Form 4Eaton / CRAIG ARNOLD ownership change