PENTAIR plc — Director's Dealing 2005

Jun 13, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2005-06-09

Reporting Person: CATHCART RICHARD J (Director, Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-06-09	Common Stock	M	22668	$18.1485	Acquired	141234	Direct
2005-06-09	Common Stock	M	21334	$17.47	Acquired	162568	Direct
2005-06-09	Common Stock	M	29332	$22.88	Acquired	191900	Direct
2005-06-09	Common Stock	F	49403	$42.87	Disposed	142497	Direct
2005-06-13	Common Stock - ESPP	A	21.867	$42.8728	Acquired	5210.472	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-06-09	Employee Stock Option (right to buy)	$17.47	M	21334	Disposed	2013-01-02	Common Stock (21334)	Direct
2005-06-09	Employee Stock Option (right to buy)	$18.1485	M	22668	Disposed	2012-01-02	Common Stock (22668)	Direct
2005-06-09	Employee Stock Option (right to buy)	$22.88	M	29332	Disposed	2014-01-02	Common Stock (29332)	Direct
2005-06-09	Employee Stock Option (right to buy)	$42.87	A	9595	Acquired	2012-01-02	Common Stock (9595)	Direct
2005-06-09	Employee Stock Option (right to buy)	$42.87	A	8693	Acquired	2013-01-02	Common Stock (8693)	Direct
2005-06-09	Employee Stock Option (right to buy)	$42.87	A	15654	Acquired	2014-01-02	Common Stock (15654)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1527.866	Indirect

Footnotes

F1: Purchase of shares under the Pentair, Inc. Employee Stock Purchase Plan in exempt transaction pursuant to Rule 16b-3(c).

F2: Shares acquired under this Plan are purchased over a three-day trading period. The price shown is the average purchase price over the trading period.

F3: On May 17, 2004, Pentair declared a 2-for-1 stock split in the form of a 100 percent stock dividend payable on June 8, 2004, to shareholders of record as of June 1, 2004. This previously reported derivative security has been adjusted to reflect the stock split.

F4: Employee reload stock option granted pursuant to the Pentair, Inc. Omnibus Stock Incentive Plan.

F5: Reload stock option becomes exercisable upon grant and expires on the same date as the original option grant.