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^*

STEEVES FRANK L

(Last)

(First)

(Middle)

C/O EMERSON ELECTRIC CO.

8000 W. FLORISSANT AVE.

(Street)

ST. LOUIS

63136

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EMERSON ELECTRIC CO [ EMR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec. VP, Secy & Gen. Counsel

3. Date of Earliest Transaction (Month/Day/Year)
12/27/2012

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)
Common Stock	12/27/2012		M⁽¹⁾		43,334⁽¹⁾	A	$30.025	128,111	D
Common Stock	12/27/2012		F⁽²⁾		6,722⁽²⁾	D	$52.835	121,389	D
Common Stock	12/27/2012		M⁽³⁾		10,000⁽³⁾	A	$42.91	131,389	D
Common Stock	12/27/2012		F⁽²⁾		798⁽²⁾	D	$52.835	130,591	D
Common Stock	12/27/2012		S		45,814	D	$52.4138⁽⁴⁾	84,777	D
Common Stock								850.774	I	401(k) plan
Common Stock								2,556.101	I	401(k) excess plan

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)
Employee Stock Option (Right to Buy)	$30.025	12/27/2012		M⁽¹⁾			43,334⁽¹⁾	02/19/2010⁽⁵⁾	02/19/2019	Common Stock	43,334	⁽⁶⁾	0	D
Employee Stock Option (Right to Buy)	$42.91	12/27/2012		M⁽³⁾			10,000⁽³⁾	04/03/2008⁽⁵⁾	04/03/2017	Common Stock	10,000	⁽⁶⁾	90,000	D

Explanation of Responses:

1. Exercise of 6,660 incentive stock options and 36,674 non-qualified stock options exempt under Rule 16b-3.

2. Shares withheld for taxes exempt under Rule 16b-3 resulting from non-qualified stock option exercise.

3. Exercise of 10,000 non-qualified stock options exempt under Rule 16b-3.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.10 to $52.78. The reporting person undertakes to provide Emerson Electric Co., any security holder of Emerson Electric Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.

5. When taken together with previously exercised options and the unexercised options reported in this Form 4 having the same grant date, exercise price and expiration date, all such options together vested in three equal annual installments beginning on the date indicated.

6. Price is not applicable to stock options received as incentive compensation.

Remarks:

	/s/ Timothy G. Westman, Attorney-in-Fact for Frank L. Steeves	12/31/2012
	** 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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