PENTAIR plc — Director's Dealing 2015

Jan 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR plc (PNR)
CIK: 0000077360
Period of Report: 2015-01-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-02	Common Shares - Restricted Stock Units	A	11998	—	Acquired	85182	Direct
2015-01-02	Common Shares	F	1017	$66.68	Disposed	2235	Direct
2015-01-03	Common Shares	F	3273	$63.96	Disposed	7897	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-02	Employee Stock Option (right to buy)	$66.68	A	47690	Acquired	2025-01-02	Common Shares (47690)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares - ESPP	1582.116	Direct
Common Shares - Deferral Plan	39974.816	Indirect
Common Shares - ESOP	536.927	Indirect

Footnotes

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

F2: End-of-period holdings reflect the vesting of restricted stock units that were previously reported.

F3: Shares surrendered to pay taxes applicable to vesting of restricted stock units.

F4: End-of-period holdings include monthly purchase(s) under the Pentair plc 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 plc 2012 Stock and Incentive Plan.

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