PENTAIR plc — Director's Dealing 2013

Jul 30, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR LTD (PNR)
CIK: 0000077360
Period of Report: 2013-01-10

Reporting Person: Stauch John L (Executive Vice President, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-10	Common Shares	G	25372	—	Disposed	1318	Direct
2013-01-10	Common Shares	G	25372	—	Acquired	57421	Indirect
2013-07-26	Common Shares	M	121000	$33.01	Acquired	122318	Direct
2013-07-26	Common Shares	S	121000	$60.2339	Disposed	1318	Direct
2013-07-26	Common Shares	M	12500	$31.56	Acquired	13818	Direct
2013-07-26	Common Shares	S	12500	$60.1699	Disposed	1318	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-26	Employee Stock Option (right to buy)	$33.01	M	121000	Disposed	2017-02-15	Common Shares (121000)	Direct
2013-07-26	Employee Stock Option (right to buy)	$31.56	M	12500	Disposed	2017-03-01	Common Shares (12500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares - Deferral Plan	20205	Indirect
Common Shares - Restricted Stock Units	103309	Direct
Common Shares - ESOP	478.2377	Indirect
Common Shares - ESPP	1365.048	Direct

Footnotes

F1: End-of-period holdings reflect the vesting of restricted stock units that were previously reported.

F2: The price in Column 4 is a weighted average price. The prices actually received ranged from $60.04 to $60.36. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

F3: The price in Column 4 is a weighted average price. The prices actually received ranged from $60.16 to $60.181. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

F4: Shares of Pentair, Inc. common stock will be delivered to the reporting person in accordance with their irrevocable deferral election.

F5: 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).

F6: 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.

F7: One-third of the stock options become exercisable on the first, second and third anniversary of the grant.