PENTAIR plc — Director's Dealing 2012

Jan 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2012-01-03

Reporting Person: MONAHAN WILLIAM T (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-03	Common Stock - Restricted Stock Units	A	1700	—	Acquired	2936	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-03	Nonqualified Stock Option (right to buy)	$34.12	A	6332	Acquired	2022-01-03	Common Stock (6332)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Deferral Plan	1317.154	Indirect
Common Stock	22232.887	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units (Deferred Compensation)	$		Common Stock (12466.655)	12466.655	Indirect

Footnotes

F1: Restricted stock units granted pursuant to and subject to a vesting condition of the Pentair, Inc. 2008 Omnibus Stock Incentive Plan, as Amended and Restated. Each restricted stock unit represents a right to receive one share of Pentair, Inc. common stock upon vesting. Vested shares of Pentair, Inc. common stock will be delivered to the reporting person in accordance with their irrevocable deferral election.

F2: End-of-period holdings reflect the vesting of restricted stock units that were previously reported.

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 shares acquired under a dividend reinvestment plan in exempt transaction not required to be reported pursuant to Section 16(a).

F5: Nonqualified stock option granted under the Pentair, Inc. 2008 Omnibus Stock Incentive Plan, as Amended and Restated.

F6: One-third of the stock options become exercisable on the first, second, and third anniversary of the grant.

F7: Phantom stock units convert into common stock on a one-for-one basis.

F8: Settlement of phantom stock units will be in Pentair common stock in accordance with reporting person's irrevocable election.