Ownership Submission
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 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
davis delancey w
  2. Issuer Name and Ticker or Trading Symbol
FRANKLIN ELECTRIC CO INC [FELE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President
(Last)
(First)
(Middle)
FRANKLIN ELECTRIC CO., INC., 9255 COVERDALE ROAD
3. Date of Earliest Transaction (Month/Day/Year)
06/04/2014
(Street)

FORT WAYNE, IN 46809
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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
common stock 06/04/2014   M   824 A $ 21.715 21,320 D  
common stock 06/04/2014   M   2,518 A $ 32.53 23,838 D  
common stock 06/04/2014   M   3,538 A $ 24.095 27,376 D  
common stock 06/04/2014   F   5,497 D $ 38.22 21,879 D  
common stock 06/05/2014   S   3,331 D $ 39.209 18,548 (1) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
option $ 21.715 06/04/2014   M     824   (2) 03/02/2021 common stock 824 $ 0 3,324 D  
option $ 32.53 06/04/2014   M     2,518   (3) 03/06/2023 common stock 2,518 $ 0 7,552 D  
option $ 24.095 06/04/2014   M     3,538   (4) 05/04/2022 common stock 3,538 $ 0 7,076 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
davis delancey w
FRANKLIN ELECTRIC CO., INC.
9255 COVERDALE ROAD
FORT WAYNE, IN 46809
      Vice President  

Signatures

 DeLancey W. Davis   06/05/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Includes 2531 restricted shares that vest 4 years after the 3/4/2014 grant date, 2804 restricted shares that vest 4 years after the 3/6/2013 grant date, 4370 restricted shares that vest 4 years after the 5/4/2012 grant date, 4186 restricted shares that vest 4 years from the 3/2/2011 grant date and 4657 shares owned outright.
(2) The options became exercisable in four equal installments of 1/4 each year, beginning on the first anniversary of the 3/2/2011 grant date
(3) The options became exercisable in four equal installments of 1/4 each year, beginning on the first anniversary of the 3/6/2013 grant date
(4) The options become exerciseable in four equal installments of 1/4 each year, beginning on the first anniversary of the 5/4/2012 grant date

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