Sec Form 4 Filing - DELLAQUILA FRANK J @ EMERSON ELECTRIC CO - 2017-02-09

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
DELLAQUILA FRANK J
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)
Senior Exec. VP and CFO
(Last) (First) (Middle)
C/O EMERSON ELECTRIC CO., 8000 W. FLORISSANT AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/09/2017
(Street)
ST. LOUIS, MO63136
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
Common Stock 02/09/2017 M( 1 ) 15,000 ( 1 ) A $ 53.835 172,467 D
Common Stock 02/09/2017 F( 2 ) 448 ( 2 ) D $ 62.09 172,019 D
Common Stock 02/09/2017 S 14,552 D $ 62.5387 ( 3 ) 157,467 D
Common Stock 3.081 I 401(k) plan
Common Stock 488.509 I 401(k) excess plan
Common Stock 8,442 I Spouse
Common Stock 56,486 I FJD 2012 Gift Trust ( 4 )
Common Stock 75,315 I SRD 2012 Gift Trust ( 5 )
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
Employee Stock Option (Right to Buy) $ 53.835 02/09/2017 M( 1 ) 15,000 ( 1 ) 10/01/2008( 6 ) 10/01/2017 Common Stock 15,000 ( 7 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DELLAQUILA FRANK J
C/O EMERSON ELECTRIC CO.
8000 W. FLORISSANT AVENUE
ST. LOUIS, MO63136
Senior Exec. VP and CFO
Signatures
/s/ John G. Shively, Attorney-in-fact for Frank J. Dellaquila 02/13/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Exercise of 9,429 non-qualified stock options and 5,571 incentive stock options exempt under Rule 16b-3.
( 2 )Shares withheld for taxes exempt under Rule 16b-3 resulting from nonqualified stock option exercise.
( 3 )The price in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.53 to $62.61. The reporting person undertakes to provide Emerson Electric Co., any securityholder 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.
( 4 )Grantor trust for the Reporting Person with the Reporting Person's spouse and descendants as its beneficiaries. The Reporting Person is the trustee of The FJD 2012 Gift Trust.
( 5 )Grantor trust for the Reporting Person's spouse with the Reporting Person's descendants as its beneficiaries. The Reporting Person and the Reporting Person's spouse are co-trustees of The SRD 2012 Gift Trust.
( 6 )The options vested in three equal annual installments beginning on the date indicated.
( 7 )Price is not applicable to stock options received as incentive compensation.

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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