Emerson Electric (EMR) Form 4 EMERSON ELECTRIC / FRANK J DELLAQUILA 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^*

DELLAQUILA FRANK 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)
Senior Exec. VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2022

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	11/07/2022		M(1)		100,000(1)	A	$65.07	371,785	D
Common Stock	11/07/2022		F(2)		12,310(2)	D	$90.45	359,475	D
Common Stock	11/07/2022		S		4,617	D	$91.4042(3)	354,858	D
Common Stock	11/08/2022		S		83,073	D	$91.0724(4)	271,785	D
Common Stock								749	I	401(k) plan
Common Stock								3,059	I	401(k) excess plan
Common Stock								8,442	I	Spouse
Common Stock								56,486	I	FJD 2012 Gift Trust(5)
Common Stock								75,315	I	SRD 2012 Gift Trust(6)

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)	$65.07	11/07/2022		M(1)			100,000	10/01/2014(7)	10/01/2023	Common Stock	100,000	(8)	0	D

Explanation of Responses:

1. Exercise of 4,617 incentive stock options and 95,383 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. The price in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.39 to $91.42. The Reporting Person undertakes to provide Emerson Electric Co., any security holder 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.

4. The price in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.00 to $91.21. The Reporting Person undertakes to provide Emerson Electric Co., any security holder 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. Grantor trust for the Reporting Person with the Reporting Person's spouse and descendents as its beneficiaries. The Reporting Person is the trustee of The FJD 2012 Gift Trust.

6. Grantor trust for the Reporting Person's spouse with the Reporting Person's descendents as its beneficiaries. The Reporting Person and the Reporting Person's spouse are co-trustees of The SRD 2012 Gift Trust.

7. The options vested in three equal installments beginning on the date indicated.

8. Price is not applicable to stock options received as incentive compemsation.

Remarks:

	/s/ John A. Sperino, as Attorney-in-Fact for Frank J. Dellaquila	11/09/2022
	** 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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