PENTAIR plc — Director's Dealing 2008

Aug 12, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2008-08-07

Reporting Person: HOGAN RANDALL J (Director, Chairman, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-08-07	Common Stock	M	14000	$19.8125	Acquired	209218	Direct
2008-08-07	Common Stock	S	14000	$35.11	Disposed	195218	Direct
2008-08-08	Common Stock	M	17000	$19.8125	Acquired	212218	Direct
2008-08-08	Common Stock	G	2289	—	Disposed	209929	Direct
2008-08-08	Common Stock	S	11954	$35.14	Disposed	197975	Direct
2008-08-08	Common Stock	F	2757	$36.25	Disposed	195218	Direct
2008-08-08	Common Stock	G	2289	—	Acquired	355216	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-08-07	Employee Stock Option (right to buy)	$19.8125	M	14000	Disposed	2009-01-14	Common Stock (14000)	Direct
2008-08-08	Employee Stock Option (right to buy)	$19.8125	M	17000	Disposed	2009-01-14	Common Stock (17000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1452	Indirect
Common Stock	1452	Indirect
Common Stock - ESOP	1191.1155	Indirect
Common Stock	14548	Indirect

Footnotes

F3: Upon request by the Commission, the company or a shareholder, the reporting person will provide full details of the information reported regarding the number of shares sold at each separate price.

F2: The reported price for this transaction is the weighted average price, and the range of prices is $35.01 to $35.38.

F4: End-of-period holdings include ESOP allocation and shares acquired under a dividend reinvestment plan in exempt transactions not required to be reported pursuant to Section 16(a).

F1: The reported price for this transaction is the weighted average price, and the range of prices is $35.02 to $35.21.