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	A	29602	—	Acquired	29602	Direct
2012-09-28	Common Shares	A	256588	—	Acquired	256588	Indirect
2012-09-28	Common Shares	A	97612	—	Acquired	97612	Indirect
2012-09-28	Common Shares	A	13442	—	Acquired	13442	Indirect
2012-09-28	Common Shares - Restricted Stock Units	A	212345	—	Acquired	212345	Direct
2012-09-28	Common Shares - Deferral Plan	A	16203.423	—	Acquired	16203.423	Indirect
2012-09-28	Common Shares - ESOP	A	1708.6967	—	Acquired	1708.6967	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	295630	Acquired	2014-01-02	Common Shares (295630)	Direct
2012-09-28	Employee Stock Option (right to buy)	$40.95	A	275000	Acquired	2015-01-06	Common Shares (275000)	Direct
2012-09-28	Employee Stock Option (right to buy)	$34.28	A	200000	Acquired	2016-01-03	Common Shares (200000)	Direct
2012-09-28	Employee Stock Option (right to buy)	$30.05	A	319775	Acquired	2017-01-03	Common Shares (319775)	Direct
2012-09-28	Employee Stock Option (right to buy)	$35.99	A	58900	Acquired	2013-01-02	Common Shares (58900)	Direct
2012-09-28	Employee Stock Option (right to buy)	$34.18	A	333250	Acquired	2018-01-02	Common Shares (333250)	Direct
2012-09-28	Employee Stock Option (right to buy)	$24.78	A	309288	Acquired	2019-01-02	Common Shares (309288)	Direct
2012-09-28	Employee Stock Option (right to buy)	$33.38	A	362572	Acquired	2020-01-04	Common Shares (362572)	Direct
2012-09-28	Employee Stock Option (right to buy)	$36.98	A	171324	Acquired	2021-01-03	Common Shares (171324)	Direct
2012-09-28	Employee Stock Option (right to buy)	$34.12	A	193777	Acquired	2022-01-03	Common Shares (193777)	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: The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F3: Pentair common shares will be delivered to the reporting person in accordance with their irrevocable deferral election.

F4: One-third of the stock options become exercisable on the first, second, and third anniversary of the grant.

F5: Reload stock option becomes exercisable upon grant and expires on the same date as the original option grant.