Pelch Steven J. Form 4 EMERSON ELECTRIC / Steven J. Pelch 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^*

Pelch Steven J.

(Last) (First) (Middle)

C/O EMERSON ELECTRIC CO.

8000 W. FLORISSANT AVENUE

(Street)

ST. LOUIS MO 63136

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EMERSON ELECTRIC CO [ EMR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Exec VP - Org. Planning & Dev.

3. Date of Earliest Transaction (Month/Day/Year)
12/06/2017

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	12/06/2017		M(1)		3,200(1)	A	$30.025	73,808	D
Common Stock	12/06/2017		F(2)		688(2)	D	$64.955	73,120	D
Common Stock	12/06/2017		F(3)		246(3)	D	$64.965	72,874	D
Common Stock	12/06/2017		S		1,978	D	$65.2472(4)	70,896	D
Common Stock	12/06/2017		M(7)		2,621(7)	A	$53.31	73,517	D
Common Stock	12/06/2017		F(3)		2,150(3)	D	$64.965	71,367	D
Common Stock	12/06/2017		G(9)	V	750(9)	D	(10)	70,617	D
Common Stock								1,353.832	I	401(k) plan
Common Stock								1,555.009	I	401(k) excess plan

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
Employee Stock Option (Right to Buy)	$30.025	12/06/2017		M(1)			3,200(1)	02/09/2010(5)	02/09/2019	Common Stock	3,200	(6)	0	D
Employee Stock Option (Right to Buy)	$53.31	12/06/2017		M(7)			2,621(7)	10/04/2011(8)	10/04/2020	Common Stock	2,621	(6)	12,379	D

Explanation of Responses:

1. Exercise of 2,666 non-qualified stock options and 534 incentive stock options exempt under Rule 16b-3.

2. Shares withheld for taxes exempt under Rule 16b-3 resulting from nonqualified stock option exercise.

3. Payment of option exercise price by delivering securities.

4. The price in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.2471 to $65.25. The Reporting Person undertakes to provide Emerson Electric Co., any securityholder of Emerson Electric Co. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.

5. When taken together with previously exercised options and the unexercised options reported in this Form 4 all having the same grant date, exercise price, and expiration date, all such options together vested in three equal annual installments beginning on the date indicated.

6. Price is not applicable to stock options received as incentive compensation.

7. Exercise of 2,621 incentive stock options exempt under Rule 16b-3.

8. Options vested in three equal annual installments beginning on the date indicated.

9. Bona fide gift by the Reporting Person of 750 shares to the Emerson Directors' and Officers' Charitable Trust.

10. Price is not applicable to acquisitions or dispositions resulting from bona fide gifts.

Remarks:

	/s/ John G. Shively, Attorney-in-Fact for Steven J. Pelch	12/08/2017
	** 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 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.