Franklin Electric (FELE) Form 4 FRANKLIN ELECTRIC / Donald P Kenney 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^*

Kenney Donald P

(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)
VP & President

3. Date of Earliest Transaction (Month/Day/Year)
10/26/2017

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	10/26/2017		S		603	D	$45	19,129	D
common stock	10/27/2017		M		12,000	A	$16.095	31,129	D
common stock	10/27/2017		F		7,849	D	$45.55	23,280	D
common stock	10/27/2017		S		4,151	D	$45	19,129(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	$16.095	10/27/2017		M			12,000	(2)	02/28/2018	common stock	12,000	$0	0	D

Explanation of Responses:

1. Includes 5,945 restricted stock units that vest on 2/23/2021, 2,218 restricted stock units that vest 4 years after the 2/25/2016 grant date, 1,693 restricted stock units that vest 4 years after the 2/26/2015 grant date, 3,716 restricted stock units that vest 4 years after the 3/4/2014 grant date, and 5,557 shares owned outright.

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

Remarks:

	Donald P. Kenney	10/30/2017
	** 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).
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