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: Abi-Karam Leslie (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	1307	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units (Deferred Compensation)	$		Common Stock (3163.344)	3163.344	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.

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

F3: Nonqualified stock option granted under the Pentair, Inc. 2008 Omnibus Stock Incentive Plan, as Amended and Restated.

F4: One-third of the stock options become exercisable on the first, second, and third anniversary of the grant.

F5: Phantom stock units convert into common stock on a one-for-one basis.

F6: Settlement of phantom stock units will be in Pentair common stock in accordance with reporting person's irrevocable election.

F7: 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).