PENTAIR plc — Director's Dealing 2012

May 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2012-05-11

Reporting Person: HAGGERTY CHARLES A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-11	Common Stock	M	1588	$37.18	Acquired	19588	Direct
2012-05-11	Common Stock	G	1588	—	Disposed	18000	Direct
2012-05-11	Common Stock	G	1588	—	Acquired	73743	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-11	Phantom Stock Units (Deferred Compensation)	$	A	258.871	Acquired		Common Stock (258.871)	Indirect
2012-05-11	Nonqualified Stock Option (right to buy)	$37.18	M	1588	Acquired	2013-02-25	Common Stock (1588)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Deferral Plan	1331.483	Indirect

Footnotes

F1: 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).

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

F3: Represents phantom stock units credited under a deferred compensation plan for non-employee directors over which the reporting person has no current dispositive or voting power.

F4: Settlement of phantom stock units will be in Pentair common stock in accordance with reporting person's irrevocable election.

F5: Shares acquired under this Plan are purchased over a three-day trading period. The price shown is the average purchase price over the trading period.