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: JONES DAVID A /WI (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-02	Common Shares - Restricted Stock Units	A	1012	—	Acquired	1012	Direct
2015-01-02	Common Shares	F	71	$66.68	Disposed	9375	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-02	Nonqualified Stock Option (right to buy)	$66.68	A	4024	Acquired	2025-01-02	Common Shares (4024)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units (Deferred Compensation)	$		Common Shares (27443.471)	27443.471	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: Nonqualified stock option granted under the Pentair plc 2012 Stock and Incentive Plan.

F5: One-third of the stock options become exercisable on the first, second, and third anniversary of the grant.

F6: Phantom stock units convert into common shares on a one-for-one basis.

F7: Settlement of phantom stock units will be in Pentair plc common shares in accordance with reporting person's irrevocable election.

F8: 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).