PENTAIR plc — Director's Dealing 2012

Jan 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2012-01-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-02	Common Stock - Restricted Stock Units	F	5581	$34.12	Disposed	186637	Direct
2012-01-03	Common Stock - Restricted Stock Units	A	52022	—	Acquired	238659	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-03	Employee Stock Option (right to buy)	$34.12	A	193777	Acquired	2022-01-03	Common Stock (193777)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - ESOP	1592.2637	Indirect

Footnotes

F1: Shares surrendered to pay taxes applicable to vesting of restricted stock.

F2: 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.

F3: 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).

F4: Employee stock option granted under the Pentair, Inc. 2008 Omnibus Stock Incentive Plan, as Amended and Restated.

F5: One-third of the stock options become exercisable on the first, second, and third anniversary of the grant.