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: BORIN MARK C (Chief Acctg Officer-Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-28	Common Shares	A	5904	—	Acquired	5904	Direct
2012-09-28	Common Shares - Restricted Stock Units	A	19580	—	Acquired	19580	Direct
2012-09-28	Common Shares - ESOP	A	233.05	—	Acquired	233.05	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-28	Employee Stock Option (right to buy)	$33.77	A	31600	Acquired	2018-04-15	Common Shares (31600)	Direct
2012-09-28	Employee Stock Option (right to buy)	$24.78	A	9000	Acquired	2019-01-02	Common Shares (9000)	Direct
2012-09-28	Employee Stock Option (right to buy)	$33.38	A	34321	Acquired	2020-01-04	Common Shares (34321)	Direct
2012-09-28	Employee Stock Option (right to buy)	$36.98	A	15802	Acquired	2021-01-03	Common Shares (15802)	Direct
2012-09-28	Employee Stock Option (right to buy)	$34.12	A	17831	Acquired	2022-01-03	Common Shares (17831)	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: One-third of the stock options become exercisable on the first, second, and third anniversary of the grant.