PENTAIR plc — Director's Dealing 2014

May 14, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR LTD (PNR)
CIK: 0000077360
Period of Report: 2014-05-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-13	Common Shares	M	60000	$33.38	Acquired	62223	Direct
2014-05-13	Common Shares	S	60000	$76.3272	Disposed	2223	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-13	Employee Stock Option (right to buy)	$33.38	M	60000	Disposed	2020-01-04	Common Shares (60000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares - ESPP	1490.618	Direct
Common Shares - Deferral Plan	39624.49	Indirect
Common Shares - ESOP	531.8768	Indirect

Footnotes

F1: The price in Column 4 is a weighted average price. The prices actually received ranged from $76.25 to $76.645. 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: End-of-period holdings include monthly purchase(s) under the Pentair Ltd. 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.

F3: Shares of Pentair Ltd. common shares 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 transactions 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.