PENTAIR plc — Director's Dealing 2012

May 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2012-05-21

Reporting Person: SCHROCK MICHAEL V (President, COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-21	Common Stock	M	4370	$22.88	Acquired	136223.609	Direct
2012-05-21	Common Stock	F	2433	$41.08	Disposed	133790.609	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-21	Employee Stock Option (right to buy)	$22.88	M	4370	Disposed	2014-01-02	Common Stock (4370)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Deferral Plan	11691.187	Indirect
Common Stock - ESOP	1699.8171	Indirect
Common Stock - ESPP	6675.095	Direct

Footnotes

F1: Shares surrendered to pay the exercise price of stock options.

F2: End-of-period holdings include shares acquired under a dividend reinvestment plan in exempt transaction not required to be reported pursuant to Section 16(a).

F3: Shares of Pentair, Inc. common stock will be delivered to the reporting person in accordance with their irrevocable deferral election.

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

F5: End-of-period holdings include monthly purchase(s) under the Pentair, Inc. Employee Stock Purchase and Bonus Plan (ESPP) in exempt transaction(s) pursuant to Rule 16b-3(c); and shares acquired pursuant to a dividend reinvestment feature of the ESPP.