PENTAIR plc — Director's Dealing 2011

Jan 14, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2011-01-12

Reporting Person: BURRIS JERRY W (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-12	Phantom Stock Units (Deferred Compensation)	$1.00	A	128.595	Acquired		Common Stock (128.595)	Indirect

Footnotes

F1: Phantom stock units convert into common stock on a one-for-one basis.

F2: Represents phantom stock units credited under a deferred compensation plan for non-employee directors over which the reporting person has no current dispositive or voting power.

F3: Settlement of phantom stock units will be in Pentair common stock in accordance with reporting person's irrevocable election.

F4: 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.