PENTAIR plc — Director's Dealing 2014

Nov 26, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR plc (PNR)
CIK: 0000077360
Period of Report: 2014-11-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-24	Common Shares	M	100000	$34.28	Acquired	146116	Direct
2014-11-24	Common Shares	S	100000	$68.5942	Disposed	46116	Direct
2014-11-25	Common Shares	M	97083	$34.28	Acquired	143199	Direct
2014-11-25	Common Shares	S	97083	$69.1113	Disposed	46116	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-24	Employee Stock Option (right to buy)	$34.28	M	100000	Disposed	2016-01-03	Common Shares (100000)	Direct
2014-11-25	Employee Stock Option (right to buy)	$34.28	M	97083	Disposed	2016-01-03	Common Shares (97083)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Deferral Plan	56644.981	Indirect
Common Stock - ESOP	1884.3773	Indirect

Footnotes

F1: The price in Column 4 is a weighted average price. The prices actually received ranged from $68.44 to $68.88. 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.

F2: The price in Column 4 is a weighted average price. The prices actually received ranged from $69.00 to $69.22. 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: 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: One-third of the stock options become exercisable on the first, second and third anniversary of the grant.