PENTAIR plc — Director's Dealing 2012

Oct 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2012-09-28

Reporting Person: Stauch John L (Exec. VP & Chief Fin. Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-28	Common Shares	A	26774	—	Acquired	26774	Indirect
2012-09-28	Common Shares- ESPP	A	1201.56	—	Acquired	1201.56	Direct
2012-09-28	Common Shares - Restricted Stock Units	A	109863	—	Acquired	109863	Direct
2012-09-28	Common Shares - Deferral Plan	A	9144.718	—	Acquired	9144.718	Indirect
2012-09-28	Common Shares - ESOP	A	403.1483	—	Acquired	403.1483	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-28	Employee Stock Option (right to buy)	$33.01	A	121000	Acquired	2017-02-15	Common Shares (121000)	Direct
2012-09-28	Employee Stock Option (right to buy)	$31.56	A	12500	Acquired	2017-03-01	Common Shares (12500)	Direct
2012-09-28	Employee Stock Option (right to buy)	$34.18	A	112500	Acquired	2018-01-02	Common Shares (112500)	Direct
2012-09-28	Employee Stock Option (right to buy)	$24.78	A	95000	Acquired	2019-01-02	Common Shares (95000)	Direct
2012-09-28	Employee Stock Option (right to buy)	$33.38	A	119220	Acquired	2020-01-04	Common Shares (119220)	Direct
2012-09-28	Employee Stock Option (right to buy)	$36.98	A	54890	Acquired	2021-01-03	Common Shares (54890)	Direct
2012-09-28	Employee Stock Option (right to buy)	$34.12	A	60953	Acquired	2022-01-03	Common Shares (60953)	Direct

Footnotes

F1: Common stock and derivative securities of Pentair Ltd. ("the Issuer") were acquired pursuant to the Merger Agreement, dated as of March 27, 2012, as amended, among Pentair, Inc., Tyco International Ltd., the Issuer, Panthro Acquisition Co. and Panthro Merger Sub, Inc. Upon closing of the merger, Pentair, Inc. became a wholly owned subsidiary of the Issuer, and each share of Pentair, Inc. common stock was converted into one Issuer common share. Derivative securities relating to Pentair, Inc. common stock were converted into derivative securities relating to an equal number of Issuer common shares with the same terms and conditions (including vesting schedule and exercise price, if applicable).

F2: Pentair common shares will be delivered to the reporting person in accordance with their irrevocable deferral election.

F3: One-third of the stock options become exercisable on the first, second, and third anniversary of the grant.