PENTAIR plc — Director's Dealing 2009

Jan 7, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2009-01-02

Reporting Person: SCHROCK MICHAEL V (President, COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-01-02	Common Stock - Restricted Stock Units	A	25700	$0.00	Acquired	25700	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-01-02	Employee Stock Option (right to buy)	$24.78	A	125000	Acquired	2019-01-02	Common Stock (125000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - ESPP	5009.426	Direct

Footnotes

F1: Restricted stock units granted pursuant to and subject to a vesting condition of the Pentair, Inc. 2008 Omnibus Stock Incentive Plan, as Amended. Each restricted stock unit represents a right to receive one share of Pentair, Inc. common stock upon vesting. Vested shares of Pentair, Inc. common stock will be delivered to the reporting person in accordance with their irrevocable deferral election.

F2: End-of-period holdings include monthly purchase(s), since the reporting person's last filed Form, under the Pentair, Inc. Employee Stock Purchase and Bonus Plan (ESPP) in exempt transaction(s) pursuant to Rule 16b-3(c).

F3: Employee stock option granted under the Pentair, Inc. 2008 Omnibus Stock Incentive Plan, as Amended.

F4: One-third of the stock options become exercisable on the first, second, and third anniversary of the grant.