0001181431-12-061856.txt : 20121203 0001181431-12-061856.hdr.sgml : 20121203 20121203175657 ACCESSION NUMBER: 0001181431-12-061856 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121130 FILED AS OF DATE: 20121203 DATE AS OF CHANGE: 20121203 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EATON CORP CENTRAL INDEX KEY: 0000031277 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 340196300 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: EATON CTR STREET 2: 1111 SUPERIOR AVE CITY: CLEVELAND STATE: OH ZIP: 44114-2584 BUSINESS PHONE: 2165235000 MAIL ADDRESS: STREET 1: 1111 SUPERIOR AVENUE CITY: CLEVELAND STATE: OH ZIP: 44114 FORMER COMPANY: FORMER CONFORMED NAME: EATON YALE & TOWNE INC DATE OF NAME CHANGE: 19710822 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CRITELLI MICHAEL J CENTRAL INDEX KEY: 0001188584 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-01396 FILM NUMBER: 121238565 MAIL ADDRESS: STREET 1: PITNEY BOWES INC STREET 2: 1 ELMCROFT RD CITY: STAMFORD STATE: CT ZIP: 06926 4 1 rrd361897.xml FORM 4 X0306 4 2012-11-30 1 0000031277 EATON CORP ETN 0001188584 CRITELLI MICHAEL J EATON CENTER 1111 SUPERIOR AVE. CLEVELAND OH 44114 1 0 0 0 Common Stock 2012-11-30 4 D 0 91158 D 0 D Stock Option 33.015 2012-11-30 4 D 0 7408 D 2015-01-25 Common Shares 7408 0 D Stock Option 33.195 2012-11-30 4 D 0 7296 D 2016-01-24 Common Shares 7296 0 D Stock Option 37.505 2012-11-30 4 D 0 6504 D 2017-01-23 Common Shares 6504 0 D Stock Option 37.21 2012-11-30 4 D 0 6450 D 2018-01-22 Common Shares 6450 0 D Represents shares of Eaton Corporation ("Eaton") disposed of pursuant to merger of a wholly-owned subsidiary of Eaton Corporation plc ("New Eaton") with and into Eaton, with Eaton surviving the merger as a wholly-owned subsidiary of New Eaton (the "Merger"), in exchange for ordinary shares of New Eaton, which was consummated simultaneous with and conditioned on New Eaton's acquisition of Cooper Industries plc by means of a "scheme of arrangement", an Irish statutory procedure under the Companies Act of 1963. At the effective time of the Merger, each Eaton common share was cancelled and converted into the right to receive one New Eaton ordinary share. This option, which was fully vested at the effective time of the Merger, was assumed by New Eaton in the Merger and replaced with an option to purchase 7,408 ordinary shares of New Eaton for $33.015 with the same terms and conditions as the original Eaton stock option. This option, which was fully vested at the effective time of the Merger, was assumed by New Eaton in the Merger and replaced with an option to purchase 7,296 ordinary shares of New Eaton for $33.195 with the same terms and conditions as the original Eaton stock option. This option, which was fully vested at the effective time of the Merger, was assumed by New Eaton in the Merger and replaced with an option to purchase 6,504 ordinary shares of New Eaton for $37.505 with the same terms and conditions as the original Eaton stock option. This option, which was fully vested at the effective time of the Merger, was assumed by New Eaton in the Merger and replaced with an option to purchase 6,450 ordinary shares of New Eaton for $37.21with the same terms and conditions as the original Eaton stock option. /s/ Kathleen S. O'Connor, as Attorney-in-Fact 2012-12-03