PENTAIR plc — Director's Dealing 2018

May 3, 2018

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PENTAIR plc (PNR)
CIK: 0000077360
Period of Report: 2018-04-30

Reporting Person: Peltz Matthew H. (Director)
Reporting Person: TRIAN FUND MANAGEMENT, L.P. (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common (Ordinary) Shares	15411582	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Put-Call Option (right and obligation to buy)	$45.7624	2018-11-20	Common (Ordinary) Shares (204958)		Indirect
Put-Call Option (right and obligation to buy)	$45.9301	2018-11-20	Common (Ordinary) Shares (49134)		Indirect

Footnotes

F1: Trian Fund Management, L.P ("Trian Management") serves as the management company for Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Strategic Investment Fund II, L.P., Trian Partners Strategic Investment Fund-A, L.P., Trian Partners Strategic Investment Fund-N, L.P., Trian Partners Strategic Investment Fund-D, L.P., Trian Partners Fund (Sub)-G, L.P., Trian Partners Strategic Fund-G II, L.P., Trian Partners Strategic Fund-G III, L.P., Trian Partners Strategic Fund-K, L.P. and Trian Partners Strategic Fund-C, Ltd. (collectively, the "Trian Entities") and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the Issuer held by them.

F2: (FN 1, contd.) Mr. Peltz is a limited partner of certain affiliates of the Trian Entities and Trian Management and therefore may be deemed to have an indirect interest in the shares which they hold. The Reporting Persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Mr. Peltz is a director of the Issuer.

F3: As previously reported on filings made by Edward P. Garden and Trian Management on November 20, 2017 and November 27, 2017, one of the Trian Entities entered into privately negotiated back-to-back call and put transactions (the "Options") with a counterparty through which it is entitled to the same economic gain or loss as if it had purchased the indicated shares. More specifically, these transactions represent call options pursuant to which, on or prior to November 20, 2018 (the "Exercise Date"), the Trian Entity may acquire the number of shares set forth above at the exercise price set forth above (the "Exercise Price"). These call options may be exercised at any time, in whole or in part, on or prior to the Exercise Date. Simultaneously with the purchase of each call option, the Trian Entity also sold a put option to the counterparty for the same number of shares pursuant to which, if on the Exercise Date the call options have not been exercised by the Trian Entity and the Exercise

F4: (FN 3, contd.) Price is greater than the closing price of the shares on the Expiration Date (the "Closing Price"), the counterparty may require the Trian Entity to, at such person's election, either (i) pay the counterparty an amount in cash equal to the product of (a) the excess of the Exercise Price over the Closing Price and (b) the number of shares set forth above or (ii) acquire from the counterparty the number of shares set forth above at the Exercise Price. With the exercise of any call option, a corresponding number of put options are automatically terminated. As part of these transactions, the Trian Entity pays the counterparty a financing fee based on the number of days that the Options that it holds are outstanding, which fee is calculated using a monthly rate equal to one month LIBOR plus an applicable spread. No premium was paid by either of the parties in connection with the Options.

F5: (FN 4, contd.) Until exercised, the Options do not give the Trian Entity any direct or indirect voting, investment or dispositive control over the underlying shares.

F6: This Option was previously reported at an exercise price of $68.9767 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect dividends and distributions paid with respect to the indicated shares (including the distribution of ordinary shares of nVent Electric plc to holders of shares of the Issuer on April 30, 2018) and accrued financing fees, in each case through April 30, 2018.

F7: This Option was previously reported at an exercise price of $69.2523 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect dividends and distributions paid with respect to the indicated shares (including the distribution of ordinary shares of nVent Electric plc to holders of shares of the Issuer on April 30, 2018) and accrued financing fees, in each case through April 30, 2018.