0001181431-12-061865.txt : 20121203 0001181431-12-061865.hdr.sgml : 20121203 20121203181221 ACCESSION NUMBER: 0001181431-12-061865 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: ARNOLD CRAIG CENTRAL INDEX KEY: 0001188578 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-01396 FILM NUMBER: 121238606 MAIL ADDRESS: STREET 1: EATON CENTER STREET 2: 1111 SUPERIOR AVENUE CITY: CLEVELAND STATE: OH ZIP: 44114 FORMER NAME: FORMER CONFORMED NAME: CRAIG ARNOLD DATE OF NAME CHANGE: 20020912 4 1 rrd361903.xml FORM 4 X0306 4 2012-11-30 1 0000031277 EATON CORP ETN 0001188578 ARNOLD CRAIG EATON CENTER 1111 SUPERIOR AVE. CLEVELAND OH 44114 0 1 0 0 VC & COO-Industrial Sector Common Stock 2012-11-30 4 D 0 124585 D 0 D Common Stock 2012-11-30 4 D 0 140.953 D 0 I By trustee of ESP Restricted Stock Units 0.00 2012-11-30 4 D 0 3544 D Common Shares 3544 0 D Restricted Stock Units 0.00 2012-11-30 4 D 0 18200 D Common Shares 18200 0 D Restricted Stock Units 0.00 2012-11-30 4 D 0 8250 D Common Shares 8250 0 D Restricted Stock Units 0.00 2012-11-30 4 D 0 11925 D Common Shares 11925 0 D Stock Option 51.94 2012-11-30 4 D 0 44100 D 2022-02-21 Common Shares 44100 0 D Stock Option 53.71 2012-11-30 4 D 0 44000 D 2021-02-22 Common Shares 44000 0 D Stock Option 34.11 2012-11-30 4 D 0 68400 D 2015-02-22 Common Shares 68400 0 D Stock Option 34.31 2012-11-30 4 D 0 60000 D 2016-02-21 Common Shares 60000 0 D Stock Option 40.405 2012-11-30 4 D 0 60000 D 2017-02-27 Common Shares 60000 0 D Stock Option 41.565 2012-11-30 4 D 0 63000 D 2018-02-26 Common Shares 63000 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. These restricted stock units, which vest in four equal installments beginning on February 24, 2010, were assumed by New Eaton in the Merger and replaced with 3,544 New Eaton restricted stock units with the same terms and conditions as the original Eaton restricted stock units. These restricted stock units, which vest in four equal installments beginning on February 23, 2011, were assumed by New Eaton in the Merger and replaced with 18,200 New Eaton restricted stock units with the same terms and conditions as the original Eaton restricted stock units. These restricted stock units, which vest in four equal installments beginning on February 22, 2012, were assumed by New Eaton in the Merger and replaced with 8,250 New Eaton restricted stock units with the same terms and conditions as the original Eaton restricted stock units. These restricted stock units, which vest in four equal installments beginning on February 21, 2013, were assumed by New Eaton in the Merger and replaced with 11,925 New Eaton restricted stock units with the same terms and conditions as the original Eaton restricted stock unit. This option, which provided for vesting in three equal installments beginning on February 21, 2013, was assumed by New Eaton in the Merger and replaced with an option to purchase 44,100 ordinary shares of New Eaton for $51.94 per share with the same terms and conditions as the original Eaton stock option. This option, which provided for vesting in three equal installments beginning on February 22, 2012, was assumed by New Eaton in the Merger and replaced with an option to purchase 44,000 ordinary shares of New Eaton for $53.71 per share 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 68,400 ordinary shares of New Eaton for $34.11 per share 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 60,000 ordinary shares of New Eaton for $34.31 per share 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 60,000 ordinary shares of New Eaton for $40.405 per share 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 63,000 ordinary shares of New Eaton for $41.565 per share with the same terms and conditions as the original Eaton stock option. /s/ Kathleen S. O'Connor, as Attorney-in-Fact 2012-12-03