PENTAIR plc — Director's Dealing 2011

Jan 6, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2011-01-03

Reporting Person: MERRIMAN RONALD (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-03	Common Stock - Restricted Stock Units	A	1164	$0.00	Acquired	2084	Direct
2011-01-04	Common Stock	M	228.507	$0.00	Acquired	10228.507	Direct
2011-01-04	Common Stock	G	228.507	$0.00	Disposed	10000	Direct
2011-01-04	Common Stock	G	228.507	$0.00	Acquired	1714.107	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-03	Nonqualified Stock Option (right to buy)	$36.98	A	4242	Acquired	2021-01-03	Common Stock (4242)	Direct
2011-01-04	Phantom Stock Units (Deferred Compensation)	$1.00	M	228.507	Disposed		Common Stock (228.507)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Deferral Plan	459	Indirect

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 and Restated. 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 reflect the vesting of restricted stock units that were previously reported.

F3: End-of-period holdings include shares acquired under a dividend reinvestment plan in exempt transaction not required to be reported pursuant to Section 16(a).

F4: Shares of Pentair, Inc. common stock will be delivered to the reporting person in accordance with their irrevocable deferral election.

F5: Nonqualified stock option granted under the Pentair, Inc. 2008 Omnibus Stock Incentive Plan, as Amended and Restated.

F6: One-third of the stock options become exercisable on the first, second, and third anniversary of the grant.

F7: Phantom stock units convert into common stock on a one-for-one basis.

F8: Settlement of phantom stock units in accordance with reporting person's irrevocable election.