Emerson Electric : Amended Statement of Changes in Beneficial Ownership

[ ] 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 or

Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person *

Train Michael H.

2. Issuer Name and Ticker or Trading Symbol

EMERSON ELECTRIC CO [ EMR ]

(Street)

ST. LOUIS, MO 63136

(City) (State)

4. If Amendment, Date Original Filed (MM/DD/YYYY)

10/9/2018

(Zip)

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 Acquired, Disposed of, or Beneficially Owned

10/8/2018

2. Trans. Date 2A. Deemed

Common Stock

(1) (3)

OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5

F

V Amount

4526 (1) (3)

D

$77.51

(2)

D

122903

3A. Deemed 4. Trans. Code 5. Number of

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)Explanation of Responses:

• (1) Shares withheld for required minimum taxes upon vesting of previously reported stock grant under shareholder approved benefit plan exempt pursuant to Rule 16b-3.

• (2) Fair market value on date of the vesting described in Note 1.

• (3) On October 9, 2018, the Reporting Person filed a Form 4 reporting shares withheld for taxes on the vesting of restricted stock. That filing reported the number of shares withheld at a 22% withholding rate instead of the required 37% withholding rate. This amendment corrects the amount of shares withheld.

Reporting Owners

6. Date Exercisable and 7. Title and Amount of Expiration Date

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Train Michael H. C/O EMERSON ELECTRIC CO. 8000 W. FLORISSANT AVENUE ST. LOUIS, MO 63136	Exec. Pres. Auto. Sols.

Signatures

/s/ John A. Sperino, Attorney-in-Fact for Michael H. Train

** Signature of Reporting Person

10/15/2018

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 4(b)(v).

8. Price of 9. Number of Derivative

** 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.