PENTAIR plc — Director's Dealing 2013

May 22, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR LTD (PNR)
CIK: 0000077360
Period of Report: 2013-05-17

Reporting Person: SCHROCK MICHAEL V (President, COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-17	Common Shares	M	7951	$41.43	Acquired	88306	Direct
2013-05-17	Common Shares	M	125000	$24.78	Acquired	213306	Direct
2013-05-17	Common Shares	S	128916	$57.823	Disposed	84390	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-17	Employee Stock Option (right to buy)	$41.43	M	7951	Disposed	2014-01-02	Common Shares (7951)	Direct
2013-05-17	Employee Stock Option (right to buy)	$24.78	M	125000	Disposed	2019-01-02	Common Shares (125000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares - ESPP	7020.553	Direct
Common Shares - Restricted Stock Units	103729	Direct
Common Shares - Deferral Plan	26949	Indirect
Common Shares - ESoP	1798.5114	Indirect

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 $57.65 to $58.04. 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: 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.

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 transactions not required to be reported pursuant to Section 16(a).

F6: Reload stock option becomes exercisable upon grant and expires on the same date as the original option grant.

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