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: HOGAN RANDALL J (Director, Chairman & Chief Exec. Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-28	Common Shares	M	3600	$35.99	Acquired	33202	Direct
2012-09-28	Common Shares	S	3600	$45.00	Disposed	29602	Direct
2012-10-01	Common Shares	M	55300	$35.99	Acquired	84902	Direct
2012-10-01	Common Shares	S	55300	$44.06	Disposed	29602	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-28	Employee Stock Option (right to buy)	$35.99	M	3600	Disposed	2013-01-02	Common Shares (3600)	Direct
2012-10-01	Employee Stock Option (right to buy)	$35.99	M	55300	Disposed	2013-01-02	Common Shares (55300)	Direct

Footnotes

F1: The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 30, 2012.

F2: The price in Column 4 is a weighted average price. The prices actually received ranged from $43.89 to $44.52. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

F3: Reload stock option becomes exercisable upon grant and expires on the same date as the original option grant.