FARR DAVID N Form 4 Filed 2021-03-24

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

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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1. Name and Address of Reporting Person ^*

FARR DAVID N

2. Issuer Name and Ticker or Trading Symbol
EMERSON ELECTRIC CO [EMR]

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

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)
Chairman of Board

(Last)

(First)

(Middle)

C/O EMERSON ELECTRIC CO., 8000 W. FLORISSANT AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2021

(Street)

ST. LOUIS, MO 63136

(City)

(State)

(Zip)

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

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	03/22/2021		M⁽¹⁾		15,368⁽¹⁾	A	$65.07	2,095,243	D
Common Stock	03/22/2021		F⁽²⁾		1,287⁽²⁾	D	$88.83	2,093,956	D
Common Stock	03/22/2021		G⁽³⁾	V	7,040⁽³⁾	D	⁽⁴⁾	2,086,916	D
Common Stock	03/22/2021		G⁽³⁾	V	7,040⁽³⁾	A	⁽⁴⁾	447,258	I	Spouse
Common Stock								59,723	I	Trust-Daughter
Common Stock								69,723	I	Trust-Son
Common Stock								11,063.45	I	401(k) plan
Common Stock								46,767.603	I	401(k) excess plan

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 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 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

Employee Stock Option (Right to Buy)

$65.07

03/22/2021

M⁽¹⁾

15,368

10/01/2014⁽⁵⁾

10/01/2023

Common Stock

15,368

⁽⁶⁾

184,632

Explanation of Responses:

1.	Exercise of 4,617 incentive stock options and 10,751 non-qualified stock options exempt under Rule 16b-3.exempt under Rule 16b-3.
2.	Shares withheld for taxes exempt under Rule 16b-3 resulting from nonqualified stock option exercise.
3.	Bona fide gift by Reporting Person of 7,040 shares to a revocable trust for the benefit of the Reporting Person's spouse.
4.	Price is not applicable to acquisitions or dispositions resulting from bona fide gifts.
5.	When taken together with unexercised options having the same grant date, exercise price, and expiration date, all such options together vested in three equal annual installments beginning on the date indicated.
6.	Price is not applicable to stock options received as incentive compensation.

	Signatures
	/s/ John A. Sperino, Attorney-in-Fact for David N. Farr	03/24/2021
	** Signature of Reporting Person	Date
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