PENTAIR plc — Director's Dealing 2016

Jun 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR plc (PNR)
CIK: 0000077360
Period of Report: 2016-06-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-05	Common Shares	G	122335	—	Disposed	2622	Direct
2016-04-05	Common Shares	G	122335	—	Acquired	360776	Indirect
2016-06-06	Common Shares	M	105483	$30.05	Acquired	108105	Direct
2016-06-06	Common Shares	S	105483	$60.4236	Disposed	2622	Direct
2016-06-07	Common Shares	M	105483	$30.05	Acquired	108105	Direct
2016-06-07	Common Shares	S	105483	$61.00	Disposed	2622	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-06	Employee Stock Option (right to buy)	$30.05	M	105483	Disposed	2017-01-03	Common Shares (105483)	Direct
2016-06-07	Employee Stock Option (right to buy)	$30.05	M	105483	Disposed	2017-01-03	Common Shares (105483)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares - Deferral Plan	58581.345	Indirect
Common Shares - ESOP	2090.0970	Indirect

Footnotes

F1: The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person for financial planning purposes in connection with stock options that will expire on January 3, 2017.

F2: The price in Column 4 is a weighted average price. The prices actually received ranged from $59.91 to $60.80. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

F3: Pentair plc shares will be delivered to the reporting person in accordance with their irrevocable deferral election.

F4: End-of-period holdings include shares acquired under a dividend reinvestment plan in an exempt transaction not required to be reported pursuant to Section 16(a).

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