PENTAIR plc — Director's Dealing 2016

Jan 6, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR plc (PNR)
CIK: 0000077360
Period of Report: 2016-01-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-10-12	Common Shares	G	12901	—	Disposed	16708	Indirect
2015-12-09	Common Shares	G	61762	—	Disposed	75124	Direct
2015-12-09	Common Shares	G	61762	—	Acquired	238441	Indirect
2016-01-04	Common Shares - Restricted Stock Units	A	67641	—	Acquired	214583	Direct
2016-01-04	Common Shares	F	32215	$49.28	Disposed	123929	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-04	Employee Stock Option (right to buy)	$49.28	A	325152	Acquired	2026-01-04	Common Shares (325152)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	9941	Indirect
Common Shares - Deferral Plan	57828.873	Indirect
Common Shares - ESOP	1989.7858	Indirect

Footnotes

F1: Since the date of the reporting person's last ownership form, 6,826 shares previously reported as indirectly beneficially owned by GRAT have been transferred and are now indirectly beneficially owned by Trust.

F2: 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.

F3: End-of-period holdings reflect the vesting of restricted stock units that were previously reported.

F4: Shares surrendered to pay taxes applicable to vesting of restricted stock units.

F5: Since the date of the reporting person's last ownership form, 9,941 shares previously reported as indirectly beneficially owned by Trust have been contributed to a grantor retained annuity trust.

F6: Shares of Pentair, Inc. common stock will be delivered to the reporting person in accordance with their irrevocable deferral election.

F7: End-of-period holdings include shares acquired under a dividend reinvestment plan in exempt transaction not required to be reported pursuant to Section 16(a).

F8: Employee stock option granted under the Pentair Ltd. 2012 Stock and Incentive Plan.

F9: One-third of the stock options become exercisable on the first, second, and third anniversary of the grant.