PENTAIR plc — Director's Dealing 2012

Jul 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2012-07-27

Reporting Person: HOGAN RANDALL J (Director, Chairman, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-19	Common Stock	G	15952	—	Disposed	106305	Indirect
2012-07-27	Common Stock	M	11733	$35.99	Acquired	41335	Direct
2012-07-27	Common Stock	S	11733	$45.0051	Disposed	29602	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-27	Employee Stock Option (right to buy)	$35.99	M	11733	Disposed	2013-01-02	Common Stock (11733)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	247895	Indirect

Footnotes

F1: Since the date of the reporting person's last ownership form, 18,815 shares previously reported as indirectly beneficially owned by GRAT have been transferred and are now indirectly beneficially owned by Trust.

F2: The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 30, 2012.

F3: The price in Column 4 is a weighted average price. The prices actually received ranged from $45.00 to $45.02. 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.