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: Stauch John L (Executive Vice President, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-02	Common Shares - Restricted Stock Units	A	9757	—	Acquired	113066	Direct
2014-01-03	Common Shares - Restricted Stock Units	F	484	$76.63	Disposed	104832	Direct
2014-01-04	Common Shares - Restricted Stock Units	F	702	$76.63	Disposed	92150	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	32723	Acquired	2024-01-02	Common Shares (32723)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	2223	Direct
Common Shares - ESPP	1432.343	Direct
Common Shares - Deferral Plan	39361.63	Indirect
Common Shares - ESOP	481.0467	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: 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.

F5: Shares of Pentair Ltd. common shares will be delivered to the reporting person in accordance with their irrevocable deferral election.

F6: 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).

F7: Employee stock option granted under the Pentair Ltd. 2012 Stock and Incentive Plan.

F8: One-third of the stock options become exercisable on the first, second and third anniversary of the grant.