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: BURRIS JERRY W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-28	Common Shares	A	2936	—	Acquired	2936	Direct
2012-09-28	Common Shares - Deferral Plan	A	1338.284	—	Acquired	1338.284	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-28	Phantom Stock Units (Deferred Compensation)	$	A	7150.332	Acquired		Common Shares (7150.332)	Indirect
2012-09-28	Nonqualified Stock Option (right to buy)	$34.58	A	10000	Acquired	2017-10-23	Common Shares (10000)	Direct
2012-09-28	Nonqualified Stock Option (right to buy)	$34.18	A	10000	Acquired	2018-01-02	Common Shares (10000)	Direct
2012-09-28	Nonqualified Stock Option (right to buy)	$24.78	A	17200	Acquired	2019-01-02	Common Shares (17200)	Direct
2012-09-28	Nonqualified Stock Option (right to buy)	$33.38	A	6140	Acquired	2020-01-04	Common Shares (6140)	Direct
2012-09-28	Nonqualified Stock Option (right to buy)	$36.98	A	4242	Acquired	2021-01-03	Common Shares (4242)	Direct
2012-09-28	Nonqualified Stock Option (right to buy)	$34.12	A	6332	Acquired	2022-01-03	Common Shares (6332)	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: Includes 2,936 shares issued in settlement of restricted stock units that vested in connection with the closing of the merger.

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

F4: Phantom stock units convert into common shares on a one-for-one basis.

F5: Settlement of phantom stock units will be in Pentair common shares in accordance with reporting person's irrevocable election.

F6: All options are vested and exercisable.