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: MERRIMAN RONALD (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-03	Common Shares - Restricted Stock Units	A	1122	—	Acquired	1122	Direct
2017-01-04	Common Shares	F	548	$58.15	Disposed	16338	Direct
2017-01-04	Common Shares	M	10000	$32.73	Acquired	26338	Direct
2017-01-04	Common Shares	S	10000	$57.87	Disposed	16338	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-03	Nonqualified Stock Option (right to buy)	$57.95	A	5265	Acquired	2027-01-03	Common Shares (5265)	Direct
2017-01-04	Nonqualified Stock Option (right to buy)	$32.73	M	10000	Disposed	2017-02-26	Common Shares (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares - Deferral Plan	300.5	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units (Deferred Compensation)	$		Common Shares (122.563)	122.563	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: 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 February 26, 2017.

F5: The price in Column 4 is a weighted average price. The prices actually received ranged from $57.75 to $58.00. 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.

F6: 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).

F7: Phantom Stock Units previously held in the reporting person's account under the Equity Compensation Plan were transferred to the reporting person's account under the Deferred Compensation Plan, due to the plan administrator's account recordkeeping, in an exempt transaction not required to be reported pursuant to Section 16(a).

F8: Nonqualified 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.

F10: The options are vested and exercisable.

F11: Phantom stock units convert into common shares on a one-for-one basis.

F12: Settlement of phantom stock units will be in Pentair plc common shares in accordance with reporting person's irrevocable election.