PENTAIR plc — Director's Dealing 2013

Jan 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR LTD (PNR)
CIK: 0000077360
Period of Report: 2013-01-02

Reporting Person: Stauch John L (Exec. VP & Chief Fin. Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-02	Common Shares - Restricted Stock Units	F	16530	$50.61	Disposed	138657	Direct
2013-01-02	Common Shares - Restricted Stock Units	A	13173	—	Acquired	151830	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-03	Employee Stock Option (right to buy)	$50.61	A	50813	Acquired	2023-01-02	Common Shares (50813)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares - ESOP	404.9696	Indirect
Common Shares - ESPP	1256.984	Direct

Footnotes

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

F2: Restricted stock units granted pursuant to and subject to a vesting condition of the Pentair Ltd. 2012 Stock and Incentive Plan. Each restricted stock unit represents a right to receive one share of Pentair Ltd. common shares upon vesting.

F3: End-of-period holdings include shares acquired under a dividend reinvestment plan in exempt transactions not required to be reported pursuant to Section 16(a).

F4: 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.

F5: Employee stock option granted under the Pentair Ltd. 2012 Stock and Incentive Plan.

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