Edgar Filing: Ingersoll-Rand plc

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

PELTZ NELSON

2. Issuer Name and Ticker or Trading Symbol
Ingersoll-Rand plc [IR]

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

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

(Last)

(First)

(Middle)

280 PARK AVENUE, 41ST FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2013

(Street)

NEW YORK, NY 10017

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
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)
Ordinary Shares	11/13/2013		X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		5,179	A	$ 41.4842	12,909,173	I ⁽⁵⁾ ⁽⁶⁾	Please see explanation below ⁽⁵⁾ ⁽⁶⁾
Ordinary Shares	11/13/2013		S⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		5,179	D	$ 67.6912	12,903,994	I ⁽⁵⁾ ⁽⁶⁾	Please see explanation below ⁽⁵⁾ ⁽⁶⁾
Ordinary Shares	11/13/2013		X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		180,529	A	$ 41.3579	13,084,523	I ⁽⁵⁾ ⁽⁶⁾	Please see explanation below ⁽⁵⁾ ⁽⁶⁾
Ordinary Shares	11/13/2013		S⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		180,529	D	$ 67.6912	12,903,994	I ⁽⁵⁾ ⁽⁶⁾	Please see explanation below ⁽⁵⁾ ⁽⁶⁾
Ordinary Shares	11/13/2013		X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		94,807	A	$ 41.3195	12,998,801	I ⁽⁵⁾ ⁽⁶⁾	Please see explanation below ⁽⁵⁾ ⁽⁶⁾
Ordinary Shares	11/13/2013		S⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		94,807	D	$ 67.6912	12,903,994	I ⁽⁵⁾ ⁽⁶⁾	Please see explanation below ⁽⁵⁾ ⁽⁶⁾
Ordinary Shares	11/13/2013		X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		22,027	A	$ 40.9063	12,926,021	I ⁽⁵⁾ ⁽⁶⁾	Please see explanation below ⁽⁵⁾ ⁽⁶⁾
Ordinary Shares	11/13/2013		S⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		22,027	D	$ 67.6912	12,903,994	I ⁽⁵⁾ ⁽⁶⁾	Please see explanation below ⁽⁵⁾ ⁽⁶⁾
Ordinary Shares	11/13/2013		X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		197,458	A	$ 41.1372	13,101,452	I ⁽⁵⁾ ⁽⁶⁾	Please see explanation below ⁽⁵⁾ ⁽⁶⁾
Ordinary Shares	11/13/2013		S⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		197,458	D	$ 67.6912	12,903,994	I ⁽⁵⁾ ⁽⁶⁾	Please see explanation below ⁽⁵⁾ ⁽⁶⁾
Ordinary Shares	11/13/2013		S		100,000	D	$ 67.5836 ⁽⁷⁾	12,803,994	I ⁽⁵⁾ ⁽⁶⁾	Please see explanation below ⁽⁵⁾ ⁽⁶⁾
Ordinary Shares	11/13/2013		S		70,000	D	$ 67.4312 ⁽⁸⁾	12,733,994	I ⁽⁵⁾ ⁽⁶⁾	Please see explanation below ⁽⁵⁾ ⁽⁶⁾
Ordinary Shares	11/14/2013		X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		24,016	A	$ 41.3579	12,758,010	I ⁽⁵⁾ ⁽⁶⁾	Please see explanation below ⁽⁵⁾ ⁽⁶⁾
Ordinary Shares	11/14/2013		S⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		24,016	D	$ 67.8896	12,733,994	I ⁽⁵⁾ ⁽⁶⁾	Please see explanation below ⁽⁵⁾ ⁽⁶⁾
Ordinary Shares	11/14/2013		X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		8,903	A	$ 41.3195	12,742,897	I ⁽⁵⁾ ⁽⁶⁾	Please see explanation below ⁽⁵⁾ ⁽⁶⁾
Ordinary Shares	11/14/2013		S⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		8,903	D	$ 67.8896	12,733,994	I ⁽⁵⁾ ⁽⁶⁾	Please see explanation below ⁽⁵⁾ ⁽⁶⁾
Ordinary Shares	11/14/2013		X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		106,058	A	$ 40.9063	12,840,052	I ⁽⁵⁾ ⁽⁶⁾	Please see explanation below ⁽⁵⁾ ⁽⁶⁾
Ordinary Shares	11/14/2013		S⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		106,058	D	$ 67.8896	12,733,994	I ⁽⁵⁾ ⁽⁶⁾	Please see explanation below ⁽⁵⁾ ⁽⁶⁾
Ordinary Shares	11/14/2013		X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		6,023	A	$ 40.8707	12,740,017	I ⁽⁵⁾ ⁽⁶⁾	Please see explanation below ⁽⁵⁾ ⁽⁶⁾
Ordinary Shares	11/14/2013		S⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		6,023	D	$ 67.8896	12,733,994	I ⁽⁵⁾ ⁽⁶⁾	Please see explanation below ⁽⁵⁾ ⁽⁶⁾
Ordinary Shares	11/14/2013		S		145,000	D	$ 67.85 ⁽⁹⁾	12,588,994	I ⁽⁵⁾ ⁽⁶⁾	Please see explanation below ⁽⁵⁾ ⁽⁶⁾
Ordinary Shares	11/15/2013		X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		31,121	A	$ 41.3195	12,620,115	I ⁽⁵⁾ ⁽⁶⁾	Please see explanation below ⁽⁵⁾ ⁽⁶⁾
Ordinary Shares	11/15/2013		S⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		31,121	D	$ 68.2938	12,588,994	I ⁽⁵⁾ ⁽⁶⁾	Please see explanation below ⁽⁵⁾ ⁽⁶⁾
Ordinary Shares	11/15/2013		X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		18,575	A	$ 41.1372	12,607,569	I ⁽⁵⁾ ⁽⁶⁾	Please see explanation below ⁽⁵⁾ ⁽⁶⁾
Ordinary Shares	11/15/2013		S⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		18,575	D	$ 68.2938	12,588,994	I ⁽⁵⁾ ⁽⁶⁾	Please see explanation below ⁽⁵⁾ ⁽⁶⁾
Ordinary Shares	11/15/2013		X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		122,062	A	$ 40.8707	12,711,056	I ⁽⁵⁾ ⁽⁶⁾	Please see explanation below ⁽⁵⁾ ⁽⁶⁾
Ordinary Shares	11/15/2013		S⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		122,062	D	$ 68.2938	12,588,994	I ⁽⁵⁾ ⁽⁶⁾	Please see explanation below ⁽⁵⁾ ⁽⁶⁾
Ordinary Shares	11/15/2013		X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		47,142	A	$ 40.8666	12,636,136	I ⁽⁵⁾ ⁽⁶⁾	Please see explanation below ⁽⁵⁾ ⁽⁶⁾
Ordinary Shares	11/15/2013		S⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		47,142	D	$ 68.2938	12,588,994	I ⁽⁵⁾ ⁽⁶⁾	Please see explanation below ⁽⁵⁾ ⁽⁶⁾
Ordinary Shares	11/15/2013		S		230,000	D	$ 68.257 ⁽¹⁰⁾	12,358,994	I ⁽⁵⁾ ⁽⁶⁾	Please see explanation below ⁽⁵⁾ ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Put/Call Option (right and obligation to buy)

$ 41.4842

11/13/2013

X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

5,179

⁽¹⁾⁽²⁾⁽³⁾

06/01/2014

Ordinary Shares

5,179

$ 41.4842

I ⁽⁵⁾ ⁽⁶⁾

Please see explanation below ⁽⁵⁾ ⁽⁶⁾

Put/Call Option (right and obligation to buy)

$ 41.3579

11/13/2013

X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

180,529

⁽¹⁾⁽²⁾⁽³⁾

06/01/2014

Ordinary Shares

180,529

$ 41.3579

83,049

I ⁽⁵⁾ ⁽⁶⁾

Please see explanation below ⁽⁵⁾ ⁽⁶⁾

Put/Call Option (right and obligation to buy)

$ 41.395

11/13/2013

X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

94,807

⁽¹⁾⁽²⁾⁽³⁾

06/01/2014

Ordinary Shares

94,807

$ 41.395

73,228

I ⁽⁵⁾ ⁽⁶⁾

Please see explanation below ⁽⁵⁾ ⁽⁶⁾

Put/Call Option (right and obligation to buy)

$ 40.9063

11/13/2013

X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

22,027

⁽¹⁾⁽²⁾⁽³⁾

06/01/2014

Ordinary Shares

22,027

$ 40.9063

106,058

I ⁽⁵⁾ ⁽⁶⁾

Please see explanation below ⁽⁵⁾ ⁽⁶⁾

Put/Call Option (right and obligation to buy)

$ 41.1372

11/13/2013

X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

197,458

⁽¹⁾⁽²⁾⁽³⁾

06/01/2014

Ordinary Shares

197,458

$ 41.1372

82,800

I ⁽⁵⁾ ⁽⁶⁾

Please see explanation below ⁽⁵⁾ ⁽⁶⁾

Put/Call Option (right and obligation to buy)

$ 41.3579

11/14/2013

X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

24,016

⁽¹⁾⁽²⁾⁽³⁾

06/01/2014

Ordinary Shares

24,016

$ 41.3579

59,033

I ⁽⁵⁾ ⁽⁶⁾

Please see explanation below ⁽⁵⁾ ⁽⁶⁾

Put/Call Option (right and obligation to buy)

$ 41.3195

11/14/2013

X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

8,903

⁽¹⁾⁽²⁾⁽³⁾

06/01/2014

Ordinary Shares

8,903

$ 41.3195

64,325

I ⁽⁵⁾ ⁽⁶⁾

Please see explanation below ⁽⁵⁾ ⁽⁶⁾

Put/Call Option (right and obligation to buy)

$ 40.9063

11/14/2013

X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

106,058

⁽¹⁾⁽²⁾⁽³⁾

06/01/2014

Ordinary Shares

106,058

$ 40.9063

I ⁽⁵⁾ ⁽⁶⁾

Please see explanation below ⁽⁵⁾ ⁽⁶⁾

Put/Call Option (right and obligation to buy)

$ 40.8707

11/14/2013

X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

6,023

⁽¹⁾⁽²⁾⁽³⁾

06/01/2014

Ordinary Shares

6,023

$ 40.8707

122,062

I ⁽⁵⁾ ⁽⁶⁾

Please see explanation below ⁽⁵⁾ ⁽⁶⁾

Put/Call Option (right and obligation to buy)

$ 41.3195

11/15/2013

X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

31,121

⁽¹⁾⁽²⁾⁽³⁾

06/01/2014

Ordinary Shares

31,121

$ 41.3195

33,204

I ⁽⁵⁾ ⁽⁶⁾

Please see explanation below ⁽⁵⁾ ⁽⁶⁾

Put/Call Option (right and obligation to buy)

$ 41.1372

11/15/2013

X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

18,575

⁽¹⁾⁽²⁾⁽³⁾

06/01/2014

Ordinary Shares

18,575

$ 41.1372

64,225

I ⁽⁵⁾ ⁽⁶⁾

Please see explanation below ⁽⁵⁾ ⁽⁶⁾

Put/Call Option (right and obligation to buy)

$ 40.8707

11/15/2013

X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

122,062

⁽¹⁾⁽²⁾⁽³⁾

06/01/2014

Ordinary Shares

122,062

$ 40.8707

I ⁽⁵⁾ ⁽⁶⁾

Please see explanation below ⁽⁵⁾

Put/Call Option (right and obligation to buy)

$ 40.8666

11/15/2013

X⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

47,142

⁽¹⁾⁽²⁾⁽³⁾

06/01/2014

Ordinary Shares

47,142

$ 40.8666

80,943

I ⁽⁵⁾ ⁽⁶⁾

Please see explanation below ⁽⁵⁾ ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
PELTZ NELSON 280 PARK AVENUE 41ST FLOOR NEW YORK, NY 10017	X
TRIAN FUND MANAGEMENT, L.P. 280 PARK AVENUE 41ST FLOOR NEW YORK, NY 10017	X			less than 10% owner

Signatures

Stacey L. Sayetta, Attorney-in-fact for Nelson Peltz		11/15/2013
^**Signature of Reporting Person		Date
Stacey L. Sayetta, Attorney-in-Fact for Peter W. May, member of the general partner of Trian Fund Management, L.P.		11/15/2013
^**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)	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.
(2)	(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.
(3)	(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.
(4)	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.
(5)	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.
(6)	(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.
(7)	The price shown in Column 4 is a weighted average sale price. The price range for the sales is $67.45 to $67.72. 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.
(8)	The price shown in Column 4 is a weighted average sale price. The price range for the sales is $67.00 to $67.75. 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.
(9)	The price shown in Column 4 is a weighted average sale price. The price range for the sales is $67.32 to $68.09. 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.
(10)	The price shown in Column 4 is a weighted average sale price. The price range for the sales is $67.71 to $68.61. 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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.