PENTAIR plc — Director's Dealing 2017

Jan 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR plc (PNR)
CIK: 0000077360
Period of Report: 2017-01-03

Reporting Person: Stauch John L (Executive Vice President, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-03	Common Shares - Restricted Stock Units	A	12511	—	Acquired	36127	Direct
2017-01-03	Common Shares	F	3647	$57.95	Disposed	6641	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-03	Employee Stock Option (right to buy)	$57.95	A	58726	Acquired	2027-01-03	Common Shares (58726)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	107569	Indirect
Common Shares - ESPP	1975.761	Direct
Common Shares - Deferral Plan	56141.769	Indirect
Common Shares - ESOP	702.453	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: Since the date of the reporting person's last ownership form, 35,508 shares previously reported as directly owned by the reporting person have been transferred and are now indirectly owned by a trust owned by the reporting person's spouse.

F5: End-of-period holdings include monthly purchase(s) under the Pentair plc 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.

F6: Shares of Pentair Ltd. common shares 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 transactions not required to be reported pursuant to Section 16(a).

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

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