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^*

WARD GARY

(Last)

(First)

(Middle)

FRANKLIN ELECTRIC CO., INC.

400 E SPRING STREET

(Street)

BLUFFTON

46714

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FRANKLIN ELECTRIC CO INC [ fele ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2009

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)
common stock								3,450⁽¹⁾	D
common stock								5,864.85	I	ESOP⁽²⁾
common stock								361.16	I	401 (K)⁽³⁾
common stock								10,759	D
common stock	07/30/2009		M		12,000	A	$19.6375	22,759	D
common stock	07/30/2009		S		12,000	A	$32.82	10,759	D

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)
optioin	$24.075							⁽⁴⁾	12/13/2012	common stock	10,000		22,000	D
option	$29.95							⁽⁴⁾	02/12/2014	common stock	5,800		27,800	D
option	$40.93							⁽⁵⁾	02/10/2015	common stock	5,450		33,250	D
option	$45.9							⁽⁵⁾	02/17/2016	common stock	2,600		35,850	D
option	$48.87							⁽⁵⁾	02/09/2017	common stock	2,300		38,150	D
option	$32.19							⁽⁵⁾	02/28/2018	common stock	8,900		47,050	D
option	$17.34							⁽⁵⁾	03/05/2019	common stock	14,094		61,144	D
option	$17.34							⁽⁵⁾	03/05/2019	common stock	2,955		64,099	D
option	$19.6375	07/30/2009		M		12,000		⁽⁴⁾	12/13/2011	common stock	12,000	$19.6375	0	D

Explanation of Responses:

1. The shares vest at the end of four years subject to the performance of certain goals. If these goals are not attained, the shares will be forfeited.

2. Allocation of shares under the Franklin Electric Co., Inc. Employee Stock Ownership Plan Trust. The information reported herein was provided by the trustee for holdings as of December 31, 2008.

3. Holdings within the Franklin Electric Directed Investment Salary Plan Trust. The information reported herein is based on a plan statement reporting December 31, 2008 holdings under the Franklin Electric Directed Investment Salary Plan.

4. The options become exercisable in five equal installments of 1/5 each year, beginning on the first anniversary of the grant date.

5. The options become exercisable in four equal installments of 1/4 each year, beginning on the first anniversary of the grant date.

	Angela M. Hughes, power of attorney for Gary D. Ward	08/03/2009
	** 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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