Walsh Jay J Form 4 FRANKLIN ELECTRIC / Jay J Walsh 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^*

Walsh Jay J

(Last) (First) (Middle)

FRANKLIN ELECTRIC CO., INC.

9255 COVERDALE ROAD

(Street)

FORT WAYNE IN 46809

(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)
President, Franklin Fueling

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2021

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	03/12/2021		M		828	A	$32.53	11,669	D
common stock	03/12/2021		M		732	A	$24.095	12,401	D
common stock	03/12/2021		M		694	A	$43.27	13,095	D
common stock	03/12/2021		M		1,512	A	$36.67	14,607	D
common stock	03/12/2021		M		2,053	A	$29.08	16,660	D
common stock	03/12/2021		F		3,834	D	$79.39	12,826	D
common stock	03/12/2021		S		1,985	D	$79.29	10,841(1)	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	$24.095	03/12/2021		M			732	(2)	05/04/2022	common stock	732	$24.095	0	D
option	$32.53	03/12/2021		M			828	(2)	03/06/2023	common stock	828	$32.53	0	D
option	$43.27	03/12/2021		M			694	(2)	03/04/2024	common stock	694	$43.27	0	D
option	$36.67	03/12/2021		M			1,512	(2)	02/26/2025	common stock	1,512	$36.67	0	D
option	$29.08	03/12/2021		M			2,053	(2)	02/25/2026	common stock	2,053	$29.08	0	D

Explanation of Responses:

1. Includes 2,437 restricted shares that vest on 2/22/2022, 3,118 restricted shares that vest on 2/21/2022, 1,482 restricted shares that vest on 2/20/2023, 1,641 restricted shares that vest on 2/18/2024, and 2,163 shares owned outright.

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

Remarks:

	Jay J. Walsh	03/15/2021
	** 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.