Sec Form 4 Filing - Zafari Robert @ Ingersoll-Rand plc - 2012-09-04

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Zafari Robert
2. Issuer Name and Ticker or Trading Symbol
Ingersoll-Rand plc [ IR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior Vice President
(Last) (First) (Middle)
C/O INGERSOLL-RAND COMPANY, 800-E BEATY STREET
3. Date of Earliest Transaction (MM/DD/YY)
09/04/2012
(Street)
DAVIDSON, NC28036
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Ordinary Shares 09/04/2012 M 13,240 A $ 32.1825 43,058.22 D
Ordinary Shares 09/04/2012 M 14,400 A $ 38.685 57,458.22 D
Ordinary Shares 09/04/2012 F 21,348 D $ 46.05 36,110.22 D
Ordinary Shares 09/05/2012 S 6,292 D $ 45.44 ( 1 ) 29,818.22 ( 2 ) D
Ordinary Shares ( 3 ) 2,324.64 I By Plan Trustee
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Rights $ 32.1825 09/04/2012 M 13,240 ( 4 ) 02/03/2014 Ordinary Shares 13,240 $ 0 0 D
Stock Appreciation Rights $ 38.685 09/04/2012 M 14,400 ( 5 ) 02/01/2015 Ordinary Shares 14,400 $ 0 0 D
Phantom Stock Units $ 0 09/05/2012 A 52.14 ( 6 ) ( 6 ) Ordinary Shares 52.14 $ 0 1,754.13 ( 7 ) I By Plan Trustee
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zafari Robert
C/O INGERSOLL-RAND COMPANY
800-E BEATY STREET
DAVIDSON, NC28036
Senior Vice President
Signatures
/s/ S. Wade Sheek - Attorney-in-Fact 09/06/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was executed in multiple trades ranging from $45.431 to $45.441 per share. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
( 2 )Includes 4,631 ordinary shares that were previously inadvertently omitted.
( 3 )Latest available information provided by the trustee of the Ingersoll-Rand Employee Savings Plan.
( 4 )Stock appreciation rights, which have a ten-year term, became exercisable in three equal annual installments beginning on 02/04/2005.
( 5 )Stock appreciation rights, which have a ten-year term, became exercisable in three equal annual installments beginning on 02/02/2006.
( 6 )These Phantom Stock Units are to be settled in cash equal to the fair market value of ordinary shares multiplied by the number of phantom stock units held upon the reporting person's termination of employment with the issuer.
( 7 )Amount represents an approximate number of shares based on the total market value of the reporting person's Company stock fund units, as reported by the trustee of the Company supplemental compensation plans.

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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