PENTAIR plc — Director's Dealing 2018

May 4, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR plc (PNR)
CIK: 0000077360
Period of Report: 2018-05-02

Reporting Person: Stauch John L (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-02	Common Shares - Restricted Stock Units	A	20916	—	Acquired	87569.041	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-02	Employee Stock Option (right to buy)	$45.42	A	87016	Acquired	2028-05-02	Common Shares (87016)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	141915.076	Indirect
Common Shares - ESPP	32.881	Direct
Common Shares - ESOP	849.7265	Indirect
Common Shares - Deferral Plan	48850.763	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$22.24	2020-01-04	Common Shares (58991)	58991	Direct
Employee Stock Option (right to buy)	$24.64	2021-01-03	Common Shares (54678)	54678	Direct
Employee Stock Option (right to buy)	$22.73	2022-01-03	Common Shares (60717)	60717	Direct
Employee Stock Option (right to buy)	$33.72	2023-01-02	Common Shares (50616)	50616	Direct
Employee Stock Option (right to buy)	$51.21	2024-01-02	Common Shares (32596)	32596	Direct
Employee Stock Option (right to buy)	$44.43	2025-01-02	Common Shares (47506)	47506	Direct
Employee Stock Option (right to buy)	$32.83	2026-01-04	Common Shares (93930)	93930	Direct
Employee Stock Option (right to buy)	$38.61	2027-01-03	Common Shares (58499)	58499	Direct

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 Pentair plc share upon vesting.

F2: Since the date of the reporting person's last ownership form, 25,184 shares previously held directly and 2,171.076 shares previously held by the reporting person in the Pentair plc Employee Stock Purchase and Bonus Plan have been transferred and are now indirectly owned by a trust owned by the reporting person's spouse.

F3: 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.

F4: 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).

F5: Pentair plc shares will be delivered to the reporting person in accordance with their irrevocable deferral election.

F6: Employee stock option granted under the Pentair plc 2012 Stock and Incentive Plan.

F7: One-third of the stock options become exercisable on the first, second and third anniversary of the grant.

F8: The exercise price and number of stock options were adjusted in connection with the spin-off of nVent Electric plc on April 30, 2018 pursuant to the anti-dilution provisions of the Pentair plc 2012 Stock and Incentive Plan.

F9: This option is presently exercisable in full.

F10: Two-thirds of this option is presently exercisable. The remaining one-third becomes exercisable on January 4, 2019.

F11: One-third of this option is presently exercisable. The remaining two-thirds become exercisable on January 3, 2019 and January 3, 2020.