PENTAIR plc — Director's Dealing 2014

Jan 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR LTD (PNR)
CIK: 0000077360
Period of Report: 2014-01-02

Reporting Person: HOGAN RANDALL J (Director, Chairman & Chief Exec. Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-02	Common Shares - Restricted Stock Units	A	40723	—	Acquired	377570	Direct
2014-01-03	Common Shares - Restricted Stock Units	F	8636	$76.63	Disposed	343886	Direct
2014-01-04	Common Shares - Restricted Stock Units	F	9080	$76.63	Disposed	315021	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-02	Employee Stock Option (right to buy)	$76.87	A	136579	Acquired	2024-01-02	Common Shares (136579)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	46116	Direct
Common Shares - Deferral Plan	55777.21	Indirect

Footnotes

F1: Restricted stock units granted pursuant to and subject to a vesting condition of the Pentair Ltd. 2012 Stock and Incentive Plan. Each restricted stock unit represents a right to receive one share of Pentair Ltd. common shares upon vesting.

F2: Shares surrendered to pay taxes applicable to vesting of restricted stock units.

F3: End-of-period holdings reflect the vesting of restricted stock units that were previously reported.

F4: Shares of Pentair Ltd. Common shares will be delivered to the reporting person in accordance with their irrevocable deferral election.

F5: Employee stock option granted under the Pentair Ltd. 2012 Stock and Incentive Plan.

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