Edgar Filing: TRUMBULL R SCOTT

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

TRUMBULL R SCOTT

2. Issuer Name and Ticker or Trading Symbol
FRANKLIN ELECTRIC CO INC [fele]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman and CEO

(Last)

(First)

(Middle)

FRANKLIN ELECTRIC CO., INC., 400 E SPRING STREET

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2012

(Street)

BLUFFTON, IN 46714

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
common stock	08/02/2012		M		60,800	A	$ 29.95	267,306 ⁽⁴⁾	D
common stock	08/02/2012		M		57,300	A	$ 32.19	324,606 ⁽⁵⁾	D
common stock	08/02/2012		M		30,000	A	$ 17.34	354,606 ⁽⁶⁾	D
common stock	08/02/2012		F		105,852	D	$ 54.59	248,754 ⁽⁷⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

option

$ 29.95

08/02/2012

60,800

⁽¹⁾

02/12/2014

common stock

60,800

$ 0

option

$ 32.19

08/02/2012

57,300

⁽²⁾

02/28/2018

common stock

57,300

$ 0

option

$ 17.34

08/02/2012

30,000

⁽³⁾

03/05/2019

common stock

30,000

$ 0

61,194

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TRUMBULL R SCOTT FRANKLIN ELECTRIC CO., INC. 400 E SPRING STREET BLUFFTON, IN 46714			Chairman and CEO

Signatures

R. Scott Trumbull		08/03/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	options became exercisable in 5 equal installments of 1/5 each year starting on the first anniversary of the 2/12/2004 grant date
(2)	options became exercisable in 4 equall installments of 1/4 each beginning on the first anniversary of the 2/28/2008 grant date
(3)	options became exercisable in 4 equal installments of 1/4 each beginning with the first anniversary of the 3/5/2009 grant date
(4)	Includes 13971 restricted stock units that vest 4 years after the 5/4/2012 grant date, 12500 restricted shares that vest 4 years after the 2/22/2010 grant date, 13564 restricted shares that vest 4 years after the 2/3/2011 grant date, 1814 restricted shares that vest in 3 equal installments of 1/3 each year beginning on the first anniversary of the 2/22/2010 grant date, and 225,457 shares owned outright.
(5)	Includes 13971 restricted stock units that vest 4 years after the 5/4/2012 grant date, 12500 restricted shares that vest 4 years after the 2/22/2010 grant date, 13564 restricted shares that vest 4 years after the 2/3/2011 grant date, 1814 restricted shares that vest in 3 equal installments of 1/3 each year beginning on the first anniversary of the 2/22/2010 grant date, and 282757 shares owned outright.
(6)	Includes 13971 restricted stock units that vest 4 years after the 5/4/2012 grant date, 12500 restricted shares that vest 4 years after the 2/22/2010 grant date, 13564 restricted shares that vest 4 years after the 2/3/2011 grant date, 1814 restricted shares that vest in 3 equal installments of 1/3 each year beginning on the first anniversary of the 2/22/2010 grant date, and 312,757 shares owned outright.
(7)	Includes 13971 restricted stock units that vest 4 years after the 5/4/2012 grant date, 12500 restricted shares that vest 4 years after the 2/22/2010 grant date, 13564 restricted shares that vest 4 years after the 2/3/2011 grant date, 1814 restricted shares that vest in 3 equal installments of 1/3 each year beginning on the first anniversary of the 2/22/2010 grant date, and 206905 shares owned outright.

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