PENTAIR plc — Director's Dealing 2013

Mar 19, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR LTD (PNR)
CIK: 0000077360
Period of Report: 2013-03-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-16	Common Stock	G	103046	—	Disposed	52182	Direct
2013-01-16	Common Stock	G	103046	—	Acquired	157188	Indirect
2013-03-15	Common Stock - Restricted Stock Units	A	7073	—	Acquired	340653	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-15	Employee Stock Option (right to buy)	$52.69	A	27282	Acquired	2023-03-15	Common Shares (27282)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Deferral Plan	35411	Indirect
Common Stock - ESOP	1721.6047	Indirect

Footnotes

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

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

F4: 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).

F5: Employee stock option granted under the Pentair, Inc. 2008 Omnibus Stock Incentive Plan, as Amended and Restated.

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