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: KOURY FREDERICK S (Sr. Vice President, HR)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-03	Common Stock - Restricted Stock Units	A	8673	$0.00	Acquired	36085	Direct
2011-01-03	Common Stock	F	3309	$36.98	Disposed	34525.665	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-03	Employee Stock Option (right to buy)	$36.98	A	31603	Acquired	2021-01-03	Common Stock (31603)	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 and Restated. Each restricted stock unit represents a right to receive one share of Pentair, Inc. common stock upon vesting.

F2: Shares surrendered to pay taxes applicable to vesting of restricted stock.

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

F5: One-third of the stock options become exercisable on the first, second, and third anniversary of the grant.