Eaton (ETN) Form 3 Eaton / Revathi Advaithi ownership change

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^*

Advaithi Revathi

(Last) (First) (Middle)

1000 EATON BOULEVARD

(Street)

CLEVELAND OH 44122

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/01/2015

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	57,451	D
Ordinary Shares	275.59	I	by 401(k) Plan

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	(1)	Ordinary Shares	3,669	0.00(2)	D
Restricted Stock Units	(3)	(3)	Ordinary Shares	2,737	0.00(2)	D
Restricted Stock Units	(3)	(3)	Ordinary Shares	754	0.00(2)	D
Restricted Stock Units	(4)	(4)	Ordinary Shares	5,990	0.00(2)	D
Stock Option	(5)	10/01/2018	Ordinary Shares	20,000	27.29	D
Stock Option	(6)	02/22/2021	Ordinary Shares	13,000	53.71	D
Stock Option	(7)	02/21/2022	Ordinary Shares	22,050	51.94	D
Stock Option	(8)	02/26/2023	Ordinary Shares	32,000	59.56	D
Stock Option	(9)	02/25/2024	Ordinary Shares	19,950	75.36	D
Stock Option	(10)	02/24/2025	Ordinary Shares	27,350	71.72	D

Explanation of Responses:

1. Of these restricted stock units, 1,807 will vest on February 25, 2016, and 1,862 will vest on February 25, 2017.

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

3. These restricted stock units will vest on February 26, 2016.

4. These restricted stock units were granted on February 24, 2015, and vest 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.

5. These options were granted on October 1, 2008, and became exercisable as follows: 33% on the first and second anniversaries of the grant date and the remaining 34% on the third anniversary of the grant date.

6. These options were granted on February 22, 2011, and became exercisable as follows: 33% on the first and second anniversaries of the grant date and the remaining 34% on the third anniversary of the grant date.

7. These options were granted on February 21, 2012, and became exercisable as follows: 33% on the first and second anniversaries of the grant date and the remaining 34% on the third anniversary of the grant date.

8. These options were granted on February 26, 2013, and 33% of these options became exercisable on the first and second anniversaries of the grant date. The remaining 34% of these options will become exercisable on the third anniversary of the grant date.

9. These options were granted on February 25, 2014, and 33% of these options became exercisable on the first anniversary of the grant date. The remaining options will become exercisable as follows: 33% on the second anniversary of the grant date and 34% of these options will become exercisable on the third anniversary of the grant date.

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

Remarks:

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

	/s/ Kathleen S. O'Connor, as Attorney-in-Fact	09/03/2015
	** 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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