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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| 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. | |||
| 1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy) | Â (7) | 02/05/2017 | Ordinary Shares | 13,440 | $ 34.21 | D | Â |
| Stock Option (Right to Buy) | 06/06/2011(8) | 06/05/2018 | Ordinary Shares | 100,000 | $ 43.46 | D | Â |
| Stock Option (Right to Buy) | 02/15/2009(9) | 06/05/2018 | Ordinary Shares | 15,000 | $ 43.46 | D | Â |
| Stock Option (Right to Buy) | 02/12/2010(10) | 02/11/2019 | Ordinary Shares | 25,296 | $ 16.85 | D | Â |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Conover, IV John W. C/O INGERSOLL-RAND COMPANY ONE CENTENNIAL AVENUE PISCATAWAY, NJ 08855 |
 |  |  Senior Vice President |  |
| By: Kenneth H. Yi - Attorney-in-Fact | 07/09/2009 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Shares held in the Trane Savings Plan. |
| (2) | Represents units acquired under the Trane Deferred Compensation Plan. The units are to be converted on a one-for-one basis and settled in ordinary shares of the Company, less applicable withholding taxes, upon the reporting person's termination of employment with the Company, or earlier or later upon certain elections. |
| (3) | Restricted share units vest in three annual installments beginning on February 12, 2010. |
| (4) | Represents target number of performance shares. The actual number of shares to be issued, which could range from 0 to two times the initial target amount, will depend upon, among other things, the issuer's financial performance during the relevant performance period relative to S&P 500 Industrial Index. The shares, if any, will be issued in February 2011. |
| (5) | Represents target number of performance shares. The actual number of shares to be issued, which could range from 0 to two times the initial target amount, will depend upon, among other things, the issuer's financial performance during the relevant performance period relative to S&P 500 Industrial Index. The shares, if any, will be issued in February 2012. |
| (6) | These Notional Shares were acquired under the Trane Inc. Supplemental Savings Plan (the "NQ-TSSP") and are to be settled in shares of the Company after termination of employment. |
| (7) | Options were originally granted under the Trane incentive stock plans and were converted into options to purchase shares of the Company effective upon the merger of Trane with Indian Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of the Company, on June 5, 2008. Pursuant to the terms of the Merger Agreement among the Company, Trane and Merger Sub, all Trane options, whether or not exercisable or vested at the time of the merger, became fully vested and exercisable at the time of the merger. |
| (8) | The options vest 50% on June 6, 2011, 25% on June 6, 2012 and 25% on June 6, 2013. |
| (9) | The options vest in three equal annual installments beginning on February 15, 2009. |
| (10) | The options vest in three equal annual installments beginning on February 12, 2010. |
|  Remarks: On July 1, 2009, Ingersoll-Rand plc, an Irish public limited company (the "Company") became the successor of Ingersoll-Rand Company Limited, a Bermuda company ("IR-Bermuda"), pursuant to scheme of arrangement under Bermuda law, whereby each holder of IR-Bermuda Class A common shares outstanding prior to the effective time of the transaction received, on a one-for-one basis, new ordinary shares of the Company. This transaction did not alter the proportionate interests of the security holders. | |