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: Abi-Karam Leslie (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-28	Common Stock	D	1307	—	Disposed	0	Direct
2012-09-28	Common Stock - Restricted Stock Units	D	2936	—	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-28	Phantom Stock Units (Deferred Compensation)	$	D	3214.09	Disposed		Common Stock (3214.09)	Direct
2012-09-28	Nonqualified Stock Option (right to buy)	$34.52	D	10000	Disposed	2018-02-26	Common Stock (10000)	Direct
2012-09-28	Nonqualified Stock Option (right to buy)	$24.78	D	11467	Disposed	2019-01-02	Common Stock (11467)	Direct
2012-09-28	Nonqualified Stock Option (right to buy)	$33.38	D	6140	Disposed	2020-01-04	Common Stock (6140)	Direct
2012-09-28	Nonqualified Stock Option (right to buy)	$36.98	D	4242	Disposed	2021-01-03	Common Stock (4242)	Direct
2012-09-28	Nonqualified Stock Option (right to buy)	$34.12	D	6332	Disposed	2022-01-03	Common Stock (6332)	Direct

Footnotes

F1: Common stock and derivative securities of Pentair, Inc. ("the Issuer") were disposed pursuant to the Merger Agreement, dated as of March 27, 2012, as amended, among the Issuer, Tyco International Ltd., Pentair Ltd. (formerly known as Tyco Flow Control International Ltd.), Panthro Acquisition Co. and Panthro Merger Sub, Inc. Upon closing of the merger, the Issuer became a wholly owned subsidiary of Pentair Ltd., and each share of Issuer common stock was converted into one Pentair Ltd. common share. Derivative securities relating to Issuer common stock were converted into derivative securities relating to an equal number of Pentair Ltd. common shares with the same terms and conditions (including vesting schedule and exercise price, if applicable).

F2: Phantom stock units convert into common stock on a one-for-one basis.

F3: Settlement of phantom stock units will be in Pentair common stock in accordance with reporting person's irrevocable election.

F4: End-of-period holdings include shares acquired under a dividend reinvestment plan in exempt transactions not required to be reported pursuant to Section 16(a).

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