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: KOURY FREDERICK S (Sr. VP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-02	Common Shares - Restricted Stock Units	A	6249	—	Acquired	47873	Direct
2015-01-02	Common Shares	F	675	$66.68	Disposed	59489	Direct
2015-01-03	Common Shares	F	3074	$63.96	Disposed	65588	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	24839	Disposed	2025-01-02	Common Shares (24839)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares - ESPP	22.11	Direct
Common Shares - ESOP	772.3234	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 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: 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).

F6: Employee stock option granted under the Pentair plc 2012 Stock and Incentive Plan.

F7: One-third of the stock options become exercisable on the first, second, and third anniversary of the grant.