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Filing Details

Accession Number:: 0001209191-13-053369
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-11-20 17:30:25
Reporting Period:: 2013-11-18

Filing Date:: 2013-11-20
Accepted Time:: 2013-11-20 17:30:25
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1466258	Ingersoll-Rand Plc	IR	Auto Controls For Regulating Residential & Comml Environments (3822)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
928265	Nelson Peltz	280 Park Avenue 41St Floor New York NY 10017		Yes	No	No	No
1345471	Trian Fund Management, L.p.	280 Park Avenue 41St Floor New York NY 10017		Yes	No	No	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Ordinary Shares	Acquisiton	2013-11-18	52,443	$41.14	12,411,437	No	4	X	Indirect	Please see explanation below
Ordinary Shares	Disposition	2013-11-18	52,443	$67.99	12,358,994	No	4	S	Indirect	Please see explanation below
Ordinary Shares	Acquisiton	2013-11-18	80,943	$40.87	12,439,937	No	4	X	Indirect	Please see explanation below
Ordinary Shares	Disposition	2013-11-18	80,943	$67.99	12,358,994	No	4	S	Indirect	Please see explanation below
Ordinary Shares	Acquisiton	2013-11-18	97,614	$40.84	12,456,608	No	4	X	Indirect	Please see explanation below
Ordinary Shares	Disposition	2013-11-18	97,614	$67.99	12,358,994	No	4	S	Indirect	Please see explanation below
Ordinary Shares	Disposition	2013-11-18	139,270	$67.73	12,219,724	No	4	S	Indirect	Please see explanation below
Ordinary Shares	Disposition	2013-11-18	98,030	$68.46	12,121,694	No	4	S	Indirect	Please see explanation below
Ordinary Shares	Acquisiton	2013-11-19	11,782	$41.14	12,133,476	No	4	X	Indirect	Please see explanation below
Ordinary Shares	Disposition	2013-11-19	11,782	$67.25	12,121,694	No	4	S	Indirect	Please see explanation below
Ordinary Shares	Acquisiton	2013-11-19	143,662	$40.84	12,265,356	No	4	X	Indirect	Please see explanation below
Ordinary Shares	Disposition	2013-11-19	143,662	$67.25	12,121,694	No	4	S	Indirect	Please see explanation below
Ordinary Shares	Acquisiton	2013-11-19	35,923	$40.83	12,157,617	No	4	X	Indirect	Please see explanation below
Ordinary Shares	Disposition	2013-11-19	35,923	$67.25	12,121,694	No	4	S	Indirect	Please see explanation below
Ordinary Shares	Disposition	2013-11-19	144,018	$67.25	11,977,676	No	4	S	Indirect	Please see explanation below

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	X	Indirect	Please see explanation below
No	4	S	Indirect	Please see explanation below
No	4	X	Indirect	Please see explanation below
No	4	S	Indirect	Please see explanation below
No	4	X	Indirect	Please see explanation below
No	4	S	Indirect	Please see explanation below
No	4	S	Indirect	Please see explanation below
No	4	S	Indirect	Please see explanation below
No	4	X	Indirect	Please see explanation below
No	4	S	Indirect	Please see explanation below
No	4	X	Indirect	Please see explanation below
No	4	S	Indirect	Please see explanation below
No	4	X	Indirect	Please see explanation below
No	4	S	Indirect	Please see explanation below
No	4	S	Indirect	Please see explanation below

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Ordinary Shares	Put/Call Option (right and obligation to buy)	Disposition	2013-11-18	52,443	$41.14	52,443	$41.14
Ordinary Shares	Put/Call Option (right and obligation to buy)	Disposition	2013-11-18	80,943	$40.87	80,943	$40.87
Ordinary Shares	Put/Call Option (right and obligation to buy)	Disposition	2013-11-18	97,614	$40.84	97,614	$40.84
Ordinary Shares	Put/Call Option (right and obligation to buy)	Disposition	2013-11-19	11,782	$41.14	11,782	$41.14
Ordinary Shares	Put/Call Option (right and obligation to buy)	Disposition	2013-11-19	143,662	$40.84	143,662	$40.84
Ordinary Shares	Put/Call Option (right and obligation to buy)	Disposition	2013-11-19	35,923	$43.83	35,923	$40.83

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
11,782	2014-06-01	No	4	X	Indirect
0	2014-06-01	No	4	X	Indirect
199,895	2014-06-01	No	4	X	Indirect
0	2014-06-01	No	4	X	Indirect
56,233	2014-06-01	No	4	X	Indirect
396,897	2014-06-01	No	4	X	Indirect

Footnotes

Each of Trian Onshore, Trian Offshore and TPSIF (each as defined below and collectively, the "Trian Option Holders") have entered into a series of privately negotiated back-to-back call and put transactions (the "Options") with two counterparties ("Counterparty 1" and "Counterparty 2") through which they acquired an economic interest in the indicated shares. In these transactions, simultaneously with the purchase of each call option from a counterparty, the Trian Option Holders also sold a put option to such counterparty for the same number of shares.
(FN 1, contd.) Pursuant to the put option, if on the expiration date of the Options (which expiration date may be extended by Counterparty 1 or Counterparty 2, as applicable at its option, for 2 years or 18 months respectively, the "Expiration Date"), the exercise price per share of the call option were greater than the closing price of the shares on the Expiration Date (the "Closing Price"), then the counterparty would be entitled to cause the applicable Trian Option Holders, at their election, to either (i) pay the counterparty an amount in cash equal to the product of (a) the excess of the exercise price per share pursuant to such option (the "Exercise Price") over the Closing Price and (b) the number of shares set forth above or (ii) acquire from the counterparty the number of shares set forth above at the Exercise Price.
(FN 2, contd.) The call options are exercisable into shares of common stock of the Issuer at any time, in whole or in part, prior to their expiration date. As part of these transactions, the Trian Option Holders pay each counterparty a financing fee based on the number of days that the Options that it holds are outstanding, which fee is calculated using a monthly rate equal to one month LIBOR plus an applicable spread.
Cash settled exercise of put/call options (right and obligation to buy). Upon the exercise of the call options, a corresponding number of put options held by the applicable counterparty automatically terminated.
Trian Fund Management, L.P ("Trian Management") serves as the management company for Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore"), Trian Partners Parallel Fund I, L.P. ("Parallel Fund I"), Trian Partners Master Fund (ERISA), L.P., ("Trian ERISA"), Trian Partners Strategic Investment Fund, L.P. ("TPSIF"), Trian Partners Strategic Investment Fund-A, L.P. ("Strategic Fund-A"), Trian Partners Strategic Co-Investment Fund-A, L.P. ("Coinvest Fund-A"), Trian IR Holdco Ltd. ("IR Holdco"), Trian SPV (SUB) VI, L.P. ("SPV VI") and Trian SPV (SUB) VI-A, L.P. ("SPV VI-A" and collectively, the "Trian Entities") and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the Issuer held by them.
(FN 5, contd.) Mr. Peltz is a member of Trian Fund Management GP, LLC, which is the general partner of Trian Management, and therefore is in a position to determine the investment and voting decisions made by Trian Management on behalf of the Trian Entities. Accordingly, Mr. Peltz may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by the Trian Entities. The Reporting Persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Mr. Peltz is a director of the Issuer.
The price shown in Column 4 is a weighted average sale price. The price range for the sales is $67.28 to $68.2701. The Reporting Person undertake to provide upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
The price shown in Column 4 is a weighted average sale price. The price range for the sales is $68.28 to $69.035. The Reporting Person undertake to provide upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
The price shown in Column 4 is a weighted average sale price. The price range for the sales is $67.10 to $67.935. The Reporting Person undertake to provide upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.