SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Yelton Michael

(Last)

(First)

(Middle)

1000 EATON BLVD.

(Street)

CLEVELAND

44122

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2023

3. Issuer Name and Ticker or Trading Symbol
Eaton Corp plc [ ETN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See remarks below

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	3,695	D
Ordinary Shares	4,111⁽¹⁾	I	by trustee of ESP

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	02/23/2022⁽²⁾	⁽³⁾	Ordinary Shares	257	$0.0	D
Restricted Stock Units	02/22/2023⁽⁴⁾	⁽³⁾	Ordinary Shares	386	$0.0	D
Restricted Stock Units	02/22/2024⁽⁵⁾	⁽³⁾	Ordinary Shares	1,540	$0.0	D
Stock Option	02/26/2020⁽⁶⁾	02/26/2029	Ordinary Shares	1,242	$80.49	D
Stock Option	02/25/2021⁽⁷⁾	02/25/2030	Ordinary Shares	1,018	$98.21	D
Stock Option	02/23/2022⁽⁸⁾	02/23/2031	Ordinary Shares	3,900	$130.86	D
Stock Option	02/22/2023⁽⁹⁾	02/22/2032	Ordinary Shares	2,400	$151.76	D
Stock Option	02/22/2024⁽¹⁰⁾	02/22/2033	Ordinary Shares	5,550	$171.3	D

Explanation of Responses:

1. These ordinary shares are held in the Eaton Savings Plan.

2. These restricted stock units were granted on February 23, 2021 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. Each restricted stock unit represents a contingent right to receive one ordinary share of the Issuer.

3. This field is not applicable.

4. These restricted stock units were granted on February 22, 2022 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. Each restricted stock unit represents a contingent right to receive one ordinary share of the Issuer.

5. These restricted stock units were granted on February 22, 2023 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. Each restricted stock unit represents a contingent right to receive one ordinary share of the Issuer.

6. These stock options were granted on February 26, 2019 and are fully vested and exercisable.

7. These stock options were granted on February 25, 2020 and are fully vested and exercisable.

8. These stock options were granted on February 23, 2021 and become exercisable 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.

9. These stock options were granted on February 22, 2022 and become exercisable 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.

10. These stock options were granted on February 22, 2023 and become exercisable 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:

President - Americas Region, Electrical Sector of Eaton Corporation, a subsidiary of the Issuer. Power of Attorney is attached hereto as Exhibit 24.

	/s/ Lizbeth L. Wright, as Attorney-in-Fact	04/03/2023
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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