Emerson Electric (EMR) Form 4 EMERSON ELECTRIC / DAVID N FARR 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

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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^*

FARR DAVID N

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman of Board & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2019

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	02/11/2019		M(1)		28,137(1)	A	$53.31	1,900,903	D
Common Stock	02/11/2019		F(2)		1,719(2)	D	$66.795	1,899,184	D
Common Stock	02/11/2019		G(3)	V	13,209(3)	D	(4)	1,885,975	D
Common Stock	02/11/2019		G(3)	V	13,209(3)	A	(4)	415,010	I	Spouse
Common Stock								59,723	I	Trust-Daughter
Common Stock								69,723	I	Trust-Son
Common Stock								10,177.169	I	401(k) plan
Common Stock								41,913.901	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)	$53.31	02/11/2019		M(1)			28,137	10/04/2011(5)	10/04/2020	Common Stock	28,137	(6)	221,863	D

Explanation of Responses:

1. Exercise of 28,137 non-qualified stock options exempt under Rule 16b-3.

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

3. Bona fide gift by the Reporting Person of 13,209 shares to a revocable trust for the benefit of the Reporting Person's spouse.

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

5. When taken together with unexercised options 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.

Remarks:

	/s/ John A. Sperino, Attorney-in-Fact for David N. Farr	02/12/2019
	** 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).
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