PENTAIR plc — Director's Dealing 2010

Jan 7, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2010-01-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-04	Common Stock	M	10000	$11.375	Acquired	172628	Direct
2010-01-04	Common Stock	S	10000	$33.35	Disposed	162628	Direct
2010-01-04	Common Stock	M	32000	$11.375	Acquired	194628	Direct
2010-01-04	Common Stock	F	17802	$33.38	Disposed	176826	Direct
2010-01-04	Common Stock	M	4370	$22.88	Acquired	181196	Direct
2010-01-04	Common Stock	F	25872	$33.38	Disposed	155324	Direct
2010-01-04	Common Stock	G	35253	$0.00	Disposed	120071	Direct
2010-01-04	Common Stock - Restricted Stock Units	A	81408	$0.00	Acquired	145199	Direct
2010-01-04	Common Stock	G	35253	$0.00	Acquired	297308	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-04	Employee Stock Option (right to buy)	$11.375	M	10000	Disposed	2011-01-02	Common Stock (10000)	Direct
2010-01-04	Employee Stock Option (right to buy)	$11.375	M	32000	Disposed	2011-01-02	Common Stock (32000)	Direct
2010-01-04	Employee Stock Option (right to buy)	$22.88	M	4370	Disposed	2014-01-02	Common Stock (4370)	Direct
2010-01-04	Employee Stock Option (right to buy)	$33.38	A	362572	Acquired	2020-01-04	Common Stock (362572)	Direct

Footnotes

F1: The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 30, 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 price range is $33.20 to $33.50.

F4: Shares surrendered to pay taxes applicable to vesting of restricted stock.

F5: 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.

F6: Employee stock option granted under the Pentair, Inc. 2008 Omnibus Stock Incentive Plan, as Amended.

F7: One-third of the stock options become exercisable on the first, second, and third anniversary of the grant.