0001181431-12-061866.txt : 20121203
0001181431-12-061866.hdr.sgml : 20121203
20121203181407
ACCESSION NUMBER: 0001181431-12-061866
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: FEARON RICHARD H
CENTRAL INDEX KEY: 0001188586
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-01396
FILM NUMBER: 121238609
MAIL ADDRESS:
STREET 1: EATON CENTER
STREET 2: 1111 SUPERIOR AVENUE
CITY: CLEVELAND
STATE: OH
ZIP: 44114
4
1
rrd361905.xml
FORM 4
X0306
4
2012-11-30
1
0000031277
EATON CORP
ETN
0001188586
FEARON RICHARD H
EATON CENTER
1111 SUPERIOR AVE.
CLEVELAND
OH
44114
0
1
0
0
VC and CFO & Planning Officer
Common Stock
2012-11-30
4
D
0
285069
D
0
D
Restricted Stock Units
0.00
2012-11-30
4
D
0
3126
D
Common Shares
3126
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
64000
D
2017-02-27
Common Shares
64000
0
D
Stock Option
41.565
2012-11-30
4
D
0
67600
D
2018-02-26
Common Shares
67600
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 3,126 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 40,000 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 67,600 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