PENTAIR plc — Director's Dealing 2017

May 31, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR plc (PNR)
CIK: 0000077360
Period of Report: 2017-05-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-26	Common Shares	M	220000	$34.18	Acquired	222012	Direct
2017-05-26	Common Shares	S	220000	$66.0268	Disposed	2012	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-26	Employee Stock Option (right to buy)	$34.18	M	220000	Disposed	2018-01-02	Common Shares (220000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	7768	Indirect
Common Shares	454115	Indirect
Common Shares - Deferral Plan	59903.625	Indirect
Common Shares - ESOP	2196.6718	Indirect

Footnotes

F1: Since the date of the reporting person's last ownership form, 85,774 shares previously reported as directly beneficially owned by the reporting person have been transferred and are now indirectly beneficially owned by Trust.

F2: The price in Column 4 is a weighted average price. The prices actually received ranged from $66.00 to $66.45. 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: Since the date of the reporting person's last ownership form, 2,173 shares previously reported as indirectly beneficially owned by GRAT have been transferred and are now indirectly beneficially owned by Trust.

F4: Shares of Pentair plc common stock will be delivered to the reporting person in accordance with their irrevocable deferral election.

F5: 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).

F6: One-third of the stock options became exercisable on the first, second and third anniversary of the grant.