FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Denk Peter
2. Date of Event Requiring Statement (MM/DD/YYYY)
4/1/2023 

3. Issuer Name and Ticker or Trading Symbol

Eaton Corp plc [ETN]
(Last)        (First)        (Middle)

1000 EATON BLVD.
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 /
(Street)

CLEVELAND, OH 44122      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

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 5070 D  
Ordinary Shares 60 I by family member 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units 2/23/2022 (1) (2)Ordinary Shares 257 $0.0 D  
Restricted Stock Units 2/23/2023 (3) (2)Ordinary Shares 571 $0.0 D  
Restricted Stock Units 2/22/2023 (4) (2)Ordinary Shares 386 $0.0 D  
Restricted Stock Units 2/22/2024 (5) (2)Ordinary Shares 1235 $0.0 D  
Stock Option 2/26/2020 (6)2/26/2029 Ordinary Shares 2023 $80.49 D  
Stock Option 2/25/2021 (7)2/25/2030 Ordinary Shares 4154 $98.21 D  
Stock Option 2/23/2022 (8)2/23/2031 Ordinary Shares 3900 $130.86 D  
Stock Option 2/22/2023 (9)2/22/2032 Ordinary Shares 2400 $151.76 D  
Stock Option 2/22/2024 (10)2/22/2033 Ordinary Shares 4450 $171.3 D  

Explanation of Responses:
(1) 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.
(2) This field is not applicable.
(3) These restricted stock units were granted on February 23, 2021 and vest as follows: 30% on the second and third anniversary of the grant date and the remaining 40% on the fourth anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one ordinary share of the Issuer.
(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 - Vehicle Group of Eaton Corporation, a subsidiary of the Issuer. Power of Attorney is attached hereto as Exhibit 24.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Denk Peter
1000 EATON BLVD.
CLEVELAND, OH 44122


See remarks below

Signatures
/s/ Lizbeth L. Wright, as Attorney-in-Fact4/3/2023
**Signature of Reporting PersonDate


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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Grafico Azioni Eaton (NYSE:ETN)
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