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PENTAIR plc Director's Dealing 2009

Oct 2, 2009

30329_dirs_2009-10-02_d92d5384-b9fa-4828-a245-f0a167aa6827.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2009-10-01

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2009-10-01 Common Stock M 16000 $11.375 Acquired 167594 Direct
2009-10-01 Common Stock F 10476 $28.61 Disposed 157118 Direct
2009-10-01 Common Stock M 63333 $11.375 Acquired 220451 Direct
2009-10-01 Common Stock M 40784 $18.1485 Acquired 261235 Direct
2009-10-01 Common Stock M 2329 $16.2735 Acquired 263564 Direct
2009-10-01 Common Stock S 106446 $28.877 Disposed 157118 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2009-10-01 Employee Stock Option (right to buy) $11.375 M 16000 Disposed 2011-01-02 Common Stock (16000) Direct
2009-10-01 Employee Stock Option (right to buy) $11.375 M 63333 Disposed 2011-01-02 Common Stock (63333) Direct
2009-10-01 Employee Stock Option (right to buy) $18.1485 M 40784 Disposed 2012-01-02 Common Stock (40784) Direct
2009-10-01 Employee Stock Option (right to buy) $16.2735 M 2329 Disposed 2011-01-02 Common Stock (2329) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 267389 Indirect
Common Stock 123531 Indirect
Common Stock - ESOP 1388.6351 Indirect

Footnotes

F1: The reported sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 31, 2009.

F2: 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.

F3: The reported price for this transaction is the weighted average price, and the range of prices is $28.65 to $29.33.

F4: Since the reporting person's last filed form, 123,531 shares previously reported as indirectly beneficially owned by Trust have been contributed to a grantor retained annuity trust.

F5: 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).