SEC FORM 4

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^*

HENKEL HERBERT L

(Last)

(First)

(Middle)

C/O INGERSOLL RAND COMPANY

ONE CENTENNIAL AVENUE

(Street)

PISCATAWAY

08855

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ingersoll-Rand plc [ IR ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2009

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares⁽¹⁾	09/23/2009		M		25,000	A	$26.81	31,000	D
Ordinary Shares⁽¹⁾	09/23/2009		S		25,000	D	$31.45⁽²⁾	6,000	D
Ordinary Shares⁽¹⁾	09/24/2009		M		25,000	D	$26.81	31,000	D
Ordinary Shares⁽¹⁾	09/24/2009		S		25,000	D	$30.65⁽³⁾	6,000	D
Ordinary Shares (Performance Shares)⁽⁴⁾								55,200	D
2009-2010 Performance Share Units⁽⁵⁾								222,618	D
2009-2011 Performance Share Units⁽⁶⁾								222,618	D
Ordinary Shares⁽⁷⁾								228,743.72	D
Ordinary Shares (EDCP)⁽⁸⁾								221,534.43	D
Ordinary Shares (EDCP II)⁽⁹⁾								156,853.76	D
Ordinary Shares⁽¹⁰⁾								10,664.82	I	By Plan Trustee

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)⁽¹⁾	$26.81	09/23/2009		M			25,000	⁽¹¹⁾	09/30/2009	Ordinary Shares	25,000	$0.00	25,000	D
Stock Option (right to buy)⁽¹⁾	$26.81	09/24/2009		M			25,000	⁽¹¹⁾	09/30/2009	Ordinary Shares	25,000	$0.00	0	D

Explanation of Responses:

1. Transaction executed pursuant to a Rule 10b5-1 Plan.

2. The reported price is the weighted average price for the transactions on September 23, 2009. The range of prices for the transactions is from $31.18 to $31.90 per share. Information regarding the number of shares purchased at each separate price will be provided upon request of the Securities and Exchange Commission, the issuer, or a security holder of the issuer.

3. The reported price is the weighted average price for the transactions on September 24, 2009. The range of prices for the transactions is from $30.32 to $31.23 per share. Information regarding the number of shares purchased at each separate price will be provided upon request of the Securities and Exchange Commission, the issuer, or a security holder of the issuer.

4. These shares were granted under the Ingersoll-Rand Performance Share Program and vest one year from the date of grant.

5. Represents target number of performance shares. The actual number of shares to be issued, which could range from 0 to two times the initial target amount, will depend upon, among other things, the issuer's financial performance during the relevant performance period relative to S&P 500 Industrial Index. The shares, if any, will be issued in February 2011.

6. Represents target number of performance shares. The actual number of shares to be issued, which could range from 0 to two times the initial target amount, will depend upon, among other things, the issuer's financial performance during the relevant performance period relative to S&P 500 Industrial Index. The shares, if any, will be issued in February 2012.

7. Deferred distribution of stock grants awarded under the Company's Incentive Stock Plan. Deferred shares reflect any accrued dividends on such shares.

8. Represents units acquired under the IR Executive Deferred Compensation Plan (the "EDCP"), which are subject to the vesting provisions of the EDCP. The units are to be converted on a one-for-one basis and settled in Class A common shares upon the reporting person's termination of employment with the issuer, or earlier or later upon certain elections.

9. Represents units acquired under the IR Executive Deferred Compensation Plan II (the "EDCP II"), which are subject to the vesting provisions of the EDCP II. The units are to be converted on a one-for-one basis and settled in Class A common shares upon the reporting person's termination of employment with the issuer, or earlier or later upon certain elections.

10. Latest available information provided by the trustee of the Ingersoll-Rand Employee Savings Plan.

11. The options vest in three equal annual installments on the first, second and third anniversaries of the date of grant.

Remarks:

	Kenneth H. Yi - Attorney-in-Fact	09/25/2009
	** Signature of Reporting Person	Date
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