Sec Form 4 Filing - MARSHALL ERNEST W JR @ Eaton Corp plc - 2022-02-25

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
MARSHALL ERNEST W JR
2. Issuer Name and Ticker or Trading Symbol
Eaton Corp plc [ ETN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks below.
(Last) (First) (Middle)
1000 EATON BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
02/25/2022
(Street)
CLEVELAND, OH44122
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 02/25/2022 F 5,011( 1 ) D $ 152.54 21,480 D
Ordinary Shares 02/25/2022 M 848 A $ 0 22,328 D
Ordinary Shares 02/25/2022 F 381 D $ 152.17 21,947 D
Ordinary Shares 02/25/2022 M 1,180 A $ 0 23,127 D
Ordinary Shares 02/25/2022 F 530 D $ 152.17 22,597 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 (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
Restricted Stock Units $ 0 02/25/2022 M 848 02/25/2021( 2 ) ( 3 ) Ordinary Shares 848 $ 0 874 D
Restricted Stock Units $ 0 02/25/2022 M 1,180 02/26/2020( 4 ) ( 3 ) Ordinary Shares 1,180 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MARSHALL ERNEST W JR
1000 EATON BOULEVARD
CLEVELAND, OH44122
See Remarks below.
Signatures
/s/ Lizbeth L. Wright, as Attorney-in Fact 02/28/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares withheld to cover taxes incurred in connection with the settlement of the performance share awards that vested February 22, 2022.
( 2 )These restricted stock units were granted on February 25, 2020 and vest as follows: 33% on the first and second anniversary of the grant date and the remaining 34% on the third anniversary of the grant date.
( 3 )This field is not applicable.
( 4 )These restricted stock units were granted on February 26, 2019 and vested as follows: 33% on the first and second anniversary of the grant date and the remaining 34% on the third anniversary of the grant date.

Remarks:
Executive Vice President and Chief Human Resources Officer of Eaton Corporation, a subsidiary of the Issuer.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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