| FORM 4 | 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FRANKLIN ELECTRIC CO INC [ fele ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
11/20/2008 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| common stock | 16,100 ( 1 ) | D | ||||||||
| common stock | 739.231 | I | 401 (K) ( 2 ) | |||||||
| common stock | 732.674 | I | ESOP ( 3 ) | |||||||
| common stock | 143,782 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| option | $24.9755 | ( 4 ) | 04/19/2012 | common stock | 20,000 | 20,000 | D | ||||||||
| option | $24.005 | ( 5 ) | 01/01/2013 | common stock | 80,430 | 100,430 | D | ||||||||
| option | $29.95 | ( 5 ) | 02/13/2014 | common stock | 60,800 | 161,230 | D | ||||||||
| option | $40.93 | ( 6 ) | 02/10/2015 | common stock | 30,200 | 191,430 | D | ||||||||
| option | $45.9 | ( 6 ) | 02/17/2016 | common stock | 18,500 | 209,930 | D | ||||||||
| option | $48.87 | ( 6 ) | 02/09/2017 | common stock | 14,500 | 224,430 | D | ||||||||
| option | $32.19 | ( 6 ) | 02/28/2018 | common stock | 57,300 | 281,730 | D | ||||||||
| stock units | ( 7 ) | 11/20/2008 | A | 9.04 | ( 7 ) | ( 7 ) | common stock | 9.04 | ( 7 ) | 1,884.87 | D | ||||
| Explanation of Responses: |
| 1. The shares vest at the end of four years subject to the performance of certain goals. If these goals are not attained, the shares will be forfeited. |
| 2. Holdings within the Franklin Electric Directed Investment Salary Plan Trust. The information reported herein is based on a plan statement reporting December 31, 2007 holdings under the Franklin Electric Directed Investment Salary Plan. |
| 3. Allocation of shares under the Franklin Electric Co., Inc. Employee Stock Ownership Plan Trust. The information reported herein was provided by the trustee for holdings as of December 31, 2007. |
| 4. The options become exercisable in three equal installments of 1/3 each year, beginning on the first anniversary of the grant date. |
| 5. The options become exercisable in five equal installments of 1/5 each year, beginning on the first anniversary of the grant date. |
| 6. The options become exercisable in four equal installments of 1/4 each year, beginning on the first anniversary of the grant date. |
| 7. Pursuant to terms of the Nonemployee Directors' Deferred Compensation Plan approved by the board of directors on February 11, 2000 and amended and restated on April 28, 2006, Mr. Trumbull elected to receive his 2000 board of directors retainer in Franklin Electric Co., Inc. common stock, issuance of such shares deferred until he retires or otherwise leaves the board of directors (e.g. Stock Units). On November 20, 2008, Mr. Trumbull was credited with 9.04 Stock Units for dividends that would have been paid on such deferred shares. At distribution, Mr. Trumbull may elect pursuant to the terms of the Plan to receive his deferred compensation either in shares of Franklin common stock or in cash. |
| R. Scott Trumbull | 11/24/2008 | |
| ** 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 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). | ||
| 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 Number. | ||