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: SCHROCK MICHAEL V (Pres & Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-28	Common Shares	A	164063	—	Acquired	164063	Direct
2012-09-28	Common Shares	F	13877	$44.51	Disposed	150186	Direct
2012-09-28	Common Shares	A	4110	—	Acquired	4110	Indirect
2012-09-28	Common Shares - ESPP	A	6790.975	—	Acquired	6790.975	Direct
2012-09-28	Common Shares - Restricted Stock Units	A	58812	—	Acquired	58812	Direct
2012-09-28	Common Shares - Deferral Plan	A	11750.962	—	Acquired	11750.962	Indirect
2012-09-28	Common Shares - ESOP	A	1708.6945	—	Acquired	1708.6945	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-28	Employee Stock Option (right to buy)	$22.88	A	69232	Acquired	2014-01-02	Common Shares (69232)	Direct
2012-09-28	Employee Stock Option (right to buy)	$40.95	A	60000	Acquired	2015-01-06	Common Shares (60000)	Direct
2012-09-28	Employee Stock Option (right to buy)	$41.43	A	17991	Acquired	2013-01-02	Common Shares (17991)	Direct
2012-09-28	Employee Stock Option (right to buy)	$41.43	A	7951	Acquired	2014-01-02	Common Shares (7951)	Direct
2012-09-28	Employee Stock Option (right to buy)	$34.28	A	68000	Acquired	2016-01-03	Common Shares (68000)	Direct
2012-09-28	Employee Stock Option (right to buy)	$30.05	A	110000	Acquired	2017-01-03	Common Shares (110000)	Direct
2012-09-28	Employee Stock Option (right to buy)	$36.78	A	10132	Acquired	2013-01-02	Common Shares (10132)	Direct
2012-09-28	Employee Stock Option (right to buy)	$24.78	A	125000	Acquired	2019-01-02	Common Shares (125000)	Direct
2012-09-28	Employee Stock Option (right to buy)	$33.38	A	158960	Acquired	2020-01-04	Common Shares (158960)	Direct
2012-09-28	Employee Stock Option (right to buy)	$36.98	A	74850	Acquired	2021-01-03	Common Shares (74850)	Direct
2012-09-28	Employee Stock Option (right to buy)	$34.12	A	82787	Acquired	2022-01-03	Common Shares (82787)	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: End-of-period holdings reflect the vesting of restricted stock units that were previously reported.

F3: Shares surrendered to pay taxes applicable to vesting of restricted stock.

F4: Pentair common shares will be delivered to the reporting person in accordance with their irrevocable deferral election.

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

F6: Reload stock option becomes exercisable upon grant and expires on the same date as the original option grant.