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PENTAIR plc Major Shareholding Notification 2016

Feb 22, 2016

30329_mrq_2016-02-22_791adb17-751d-461b-a87c-6efdf04c21ec.zip

Major Shareholding Notification

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SC 13D/A 1 pnramend4.htm PENTAIR PLC SCHEDULE 13D, AMEND. NO. 4 pnramend4.htm Licensed to: Trian Funds Document Created using EDGARizer 2020 5.5.0.0 Copyright 1995 - 2014 Thomson Reuters. All rights reserved.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

PENTAIR PLC

(Name of Issuer)

Ordinary Shares, nominal value $0.01 per share

(Title of Class of Securities)

G7S00T 104

(CUSIP Number)

Brian L. Schorr, Esq. Trian Fund Management, L.P. 280 Park Avenue, 41 st Floor New York, New York 10017 Tel. No.: (212) 451-3000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 17, 2016

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ◻ .

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The Information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nelson Peltz
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [] (b) []
3 SEC USE ONLY
4 SOURCE OF FUNDS AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 14,335,888
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 14,335,888
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,335,888
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.95%*
14 TYPE OF REPORTING PERSON IN

*Calculated based on 180,253,587 ordinary shares outstanding as of September 26, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 26, 2015 (the “Form 10-Q”).

1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peter W. May
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [] (b) []
3 SEC USE ONLY
4 SOURCE OF FUNDS AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 14,335,888
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 14,335,888
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,335,888
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.95%*
14 TYPE OF REPORTING PERSON IN
  • Calculated based on 180,253,587 ordinary shares outstanding as of September 26, 2015, as reported in the Issuer’s Form 10-Q.
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Edward P. Garden
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [] (b) []
3 SEC USE ONLY
4 SOURCE OF FUNDS AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 14,335,888
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 14,335,888
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,335,888
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.95%*
14 TYPE OF REPORTING PERSON IN
  • Calculated based on 180,253,587 ordinary shares outstanding as of September 26, 2015, as reported in the Issuer’s Form 10-Q.
1 NAME OF REPORTING PERSON Trian Fund Management, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3454182
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [] (b) []
3 SEC USE ONLY
4 SOURCE OF FUNDS AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 14,335,888
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 14,335,888
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,335,888
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.95%*
14 TYPE OF REPORTING PERSON PN
  • Calculated based on 180,253,587 ordinary shares outstanding as of September 26, 2015, as reported in the Issuer’s Form 10-Q.
1 NAME OF REPORTING PERSON Trian Fund Management GP, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3454087
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [] (b) []
3 SEC USE ONLY
4 SOURCE OF FUNDS AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 14,335,888
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 14,335,888
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,335,888
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.95%*
14 TYPE OF REPORTING PERSON OO
  • Calculated based on 180,253,587 ordinary shares outstanding as of September 26, 2015, as reported in the Issuer’s Form 10-Q.
1 NAME OF REPORTING PERSON Trian Partners Master Fund (ERISA), L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 98-0682467
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [] (b) []
3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 182,740
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 182,740
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 182,740
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.10%*
14 TYPE OF REPORTING PERSON PN
  • Calculated based on 180,253,587 ordinary shares outstanding as of September 26, 2015, as reported in the Issuer’s Form 10-Q.
1 NAME OF REPORTING PERSON Trian Partners, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3453988
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [] (b) []
3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 2,670,342
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 2,670,342
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,670,342
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.48%*
14 TYPE OF REPORTING PERSON PN
  • Calculated based on 180,253,587 ordinary shares outstanding as of September 26, 2015, as reported in the Issuer’s Form 10-Q.
1 NAME OF REPORTING PERSON Trian Partners Master Fund, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 98-0468601
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [] (b) []
3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 5,959,332
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 5,959,332
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,959,332
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.31%*
14 TYPE OF REPORTING PERSON PN
  • Calculated based on 180,253,587 ordinary shares outstanding as of September 26, 2015, as reported in the Issuer’s Form 10-Q.
1 NAME OF REPORTING PERSON Trian Partners Parallel Fund I, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3694154
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [] (b) []
3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 261,894
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 261,894
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 261,894
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.15%*
14 TYPE OF REPORTING PERSON PN
  • Calculated based on 180,253,587 ordinary shares outstanding as of September 26, 2015, as reported in the Issuer’s Form 10-Q.
1 NAME OF REPORTING PERSON Trian Partners Strategic Investment Fund-A, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 27-4180625
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [] (b) []
3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 2,008,726
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 2,008,726
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,008,726
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.11%*
14 TYPE OF REPORTING PERSON PN
  • Calculated based on 180,253,587 ordinary shares outstanding as of September 26, 2015, as reported in the Issuer’s Form 10-Q.
1 NAME OF REPORTING PERSON Trian Partners Strategic Investment Fund-N, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 80-0958490
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [] (b) []
3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 569,800
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 569,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 569,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.32%*
14 TYPE OF REPORTING PERSON PN
  • Calculated based on 180,253,587 ordinary shares outstanding as of September 26, 2015, as reported in the Issuer’s Form 10-Q.
1 NAME OF REPORTING PERSON Trian Partners Strategic Investment Fund II, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 45-4929803
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [] (b) []
3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 902,609
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 902,609
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 902,609
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.50%*
14 TYPE OF REPORTING PERSON PN
  • Calculated based on 180,253,587 ordinary shares outstanding as of September 26, 2015, as reported in the Issuer’s Form 10-Q.
1 NAME OF REPORTING PERSON Trian Partners Strategic Investment Fund-D, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 98-1108184
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [] (b) []
3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 446,245
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 446,245
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 446,245
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.25%*
14 TYPE OF REPORTING PERSON PN
  • Calculated based on 180,253,587 ordinary shares outstanding as of September 26, 2015, as reported in the Issuer’s Form 10-Q.
1 NAME OF REPORTING PERSON Trian Partners Fund (Sub)-G, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 90-1035117
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [] (b) []
3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 106,099
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 106,099
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 106,099
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.06%*
14 TYPE OF REPORTING PERSON PN
  • Calculated based on 180,253,587 ordinary shares outstanding as of September 26, 2015, as reported in the Issuer’s Form 10-Q.
1 NAME OF REPORTING PERSON Trian Partners Strategic Fund-G II, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 46-5509975
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [] (b) []
3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 361,725
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 361,725
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 361,725
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.20%*
14 TYPE OF REPORTING PERSON PN
  • Calculated based on 180,253,587 ordinary shares outstanding as of September 26, 2015, as reported in the Issuer’s Form 10-Q.

EFPlaceholder

1 NAME OF REPORTING PERSON Trian Partners Strategic Fund-G III, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 47-2121971
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [] (b) []
3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 212,365
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 212,365
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 212,365
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.12%*
14 TYPE OF REPORTING PERSON PN
  • Calculated based on 180,253,587 ordinary shares outstanding as of September 26, 2015, as reported in the Issuer’s Form 10-Q.
1 NAME OF REPORTING PERSON Trian Partners Strategic Fund-K, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 47-5116069
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [] (b) []
3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 654,011
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 654,011
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 654,011
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.36%*
14 TYPE OF REPORTING PERSON PN
  • Calculated based on 180,253,587 ordinary shares outstanding as of September 26, 2015, as reported in the Issuer’s Form 10-Q.

This Amendment No. 4 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on June 30, 2015 (the "Original Statement"), as amended by Amendment No. 1 filed on July 13, 2015, as amended by Amendment No. 2 filed on July 29, 2015, and as amended by Amendment No. 3 (“Amendment No. 3”) filed on September 8, 2015 (as amended, the “Schedule 13D”), relating to the Ordinary Shares, nominal value $0.01 per share (the “Shares”), of Pentair plc, an Irish public limited company (the “Issuer”). The address of the principal executive office of the Issuer is P.O. Box 471, Sharp Street, Walkden, Manchester, M28 8BU United Kingdom.

Capitalized terms not defined herein shall have the meanings ascribed to them in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.

Items 2, 3, 5 and 7 of the Schedule 13D are hereby amended and supplemented as follows:

Item 2. Identity and Background

Item 2 is amended by deleting Item 2 of the Original Statement and replacing it with the following:

The persons filing this statement are Trian Partners, L.P., a Delaware limited partnership (“Trian Onshore”), Trian Partners Master Fund, L.P., a Cayman Islands limited partnership (“Trian Offshore”), Trian Partners Parallel Fund I, L.P., a Delaware limited partnership (“Parallel Fund I”), Trian Partners Master Fund (ERISA) L.P., a Cayman Islands limited partnership, (“Trian ERISA”), Trian Partners Strategic Investment Fund II, L.P., a Delaware limited partnership (“TPSIF II”), Trian Partners Strategic Investment Fund-A, L.P., a Delaware limited partnership (“Strategic Fund-A”), Trian Partners Strategic Investment Fund-N, L.P., a Delaware limited partnership (“Strategic Fund-N”), Trian Partners Strategic Investment Fund-D, L.P., a Cayman Islands limited partnership (“Strategic Fund-D”), Trian Partners Fund (SUB)-G, L.P., a Delaware Limited Partnership (“Fund G”), Trian Partners Strategic Fund-G II, L.P. a Delaware limited partnership (“Strategic Fund-G II”), Trian Partners Strategic Fund-G III, L.P. a Delaware limited partnership (“Strategic Fund-G III”), Trian Partners Strategic Fund-K, L.P., a Delaware limited partnership (“Strategic Fund K” and together with the foregoing, the “Trian Entities”), Trian Fund Management, L.P., a Delaware limited partnership (“Trian Management”), Trian Fund Management GP, LLC, a Delaware limited liability company (“Trian Management GP”), Nelson Peltz, a citizen of the United States of America, Peter W. May, a citizen of the United States of America, and Edward P. Garden, a citizen of the United States of America (the Trian Entities, Trian Management, Trian Management GP and Messrs. Peltz, May and Garden are sometimes hereinafter referred to collectively as the “Reporting Persons” or the “Trian Group”). The principal business address and the address of the principal office of each member of the Trian Group is 280 Park Avenue, 41 st Floor, New York, New York 10017, except that the principal business address of Trian Offshore, Trian ERISA and Strategic Fund-D is c/o DE (Cayman) Limited, Landmark Square, West Bay Road, PO Box 775, Grand Cayman, Cayman Islands, KY1-9006.

Trian Management GP is the general partner of Trian Management, which serves as the management company for Trian Onshore, Trian Offshore, Parallel Fund I, Trian ERISA, TPSIF II, Strategic Fund-A, Strategic Fund-N, Strategic Fund-D, Fund G, Strategic Fund-G II, Strategic Fund-G III and Strategic Fund-K. Trian Management GP is controlled by Nelson Peltz, Peter W. May and Edward P. Garden, who therefore are in a position to determine the investment and voting decisions made by the Trian Entities, Trian Management and Trian Management GP.

Each of Trian Onshore, Trian Offshore, Parallel Fund I, Trian ERISA, TPSIF II, Strategic Fund-A, Strategic Fund-N, Strategic Fund-D, Fund G, Strategic Fund-G II. Strategic Fund-G III and Strategic Fund-K is primarily engaged in the business of investing in securities. Trian Management is primarily engaged in the business of serving as a management company for the Trian Entities. Trian Management GP is primarily engaged in the business of serving as the general partner of Trian Management.

Nelson Peltz’s present principal occupation or employment is serving as Chief Executive Officer and a founding partner of Trian Management and, as such, managing the investments of Trian Onshore, Trian Offshore, Parallel Fund I, Trian ERISA, TPSIF II, Strategic Fund-A, Strategic Fund-N, Strategic Fund-D, Fund G, Strategic Fund-G II, Strategic Fund-G III and Strategic Fund-K and other funds, accounts and investment vehicles managed by Trian Management. Peter W. May’s present principal occupation or employment is serving as President and a founding partner of Trian Management and, as such, managing the investments of Trian Onshore, Trian Offshore, Parallel Fund I, Trian ERISA, TPSIF II, Strategic Fund-A, Strategic Fund-N, Strategic Fund-D, Fund G, Strategic Fund-G II, Strategic Fund-G III and Strategic Fund-K and other funds, accounts and investment vehicles managed by Trian Management. Edward P. Garden’s present principal occupation or employment is serving as Chief Investment Officer and a founding partner of Trian Management and, as such, managing the investments of Trian Onshore, Trian Offshore, Parallel Fund I, Trian ERISA, TPSIF II, Strategic Fund-A, Strategic Fund-N, Strategic Fund-D, Fund G, Strategic Fund-G II, Strategic Fund-G III and Strategic Fund-K and other funds, accounts and investment vehicles managed by Trian Management.

None of the Reporting Persons, nor any director, executive officer, general partner or controlling person of any of the Reporting Persons, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, Federal or State securities laws or a finding of any violation with respect to such laws.

Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning him or it contained herein, but is not responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Item 3. Source and Amount of Funds or Other Consideration

Since the filing of Amendment No. 3, Strategic Fund-A, Strategic Fund-N, Strategic Fund-D, Strategic Fund-G III and Strategic Fund-K have collectively purchased 1,330,511 Shares for an aggregate purchase price of $69,266,001 (including commissions). The source of funding for such transactions was the respective general working capital of the purchasers.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following information:

(a) As of 4:00 p.m., New York City time, on February 22, 2016, the Reporting Persons beneficially owned, in the aggregate, 14,335,888 Shares, representing approximately 7.95% of the Issuer’s outstanding Shares (calculated based on 180,253,587 ordinary shares outstanding as of September 26, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 26, 2015).

(b) Each of Trian Onshore, Trian Offshore, Parallel Fund I, Trian ERISA, TPSIF II, Strategic Fund-A, Strategic Fund-N, Strategic Fund-D, Fund G, Strategic Fund-G II, Strategic Fund-G III and Strategic Fund-K beneficially and directly owns and has sole voting power and sole dispositive power with regard to 2,670,342; 5,959,332; 261,894; 182,740; 902,609; 2,008,726; 569,800; 446,245; 106,099; 361,725, 212,365 and 654,011 Shares, respectively, except to the extent that other Reporting Persons as described below may be deemed to have shared voting power and shared dispositive power with regard to such Shares.

Each of Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden, by virtue of their relationships to Strategic Fund-K (discussed in Item 2), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3), the Shares that Strategic Fund-K directly and beneficially owns. Each of Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden disclaims beneficial ownership of such Shares for all other purposes.

(c) Set forth below is a list of all transactions with respect to the Shares effected during the past sixty (60) days by any of the Reporting Persons, inclusive of the transactions effected through 4:00 pm, New York City time, on February 22, 2016. All such transactions in the table were effected in the open market. The prices set forth in the table do not include commissions.

Fund Date Shares Price Type
Trian Partners Strategic Fund-K, L.P. 2/17/2016 130,000 $ 47.3572 Purchase
Trian Partners Strategic Fund-K, L.P. 2/18/2016 197,699 $ 47.9939 Purchase
Trian Partners Strategic Fund-K, L.P. 2/19/2016 326,312 $ 47.9442 Purchase

Item 7. Materials to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented by the following:

  1. Amended and Restated Joint Filing Agreement of the Reporting Persons

[INTENTIONALLY LEFT BLANK]

EFPlaceholder

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 22, 2016

TRIAN FUND MANAGEMENT, L.P. — By: Trian Fund Management GP, LLC, its general partner
By: /s/ EDWARD P. GARDEN
Name: Edward P. Garden
Title: Member
TRIAN FUND MANAGEMENT GP, LLC
By: /s/ EDWARD P. GARDEN
Name: Edward P. Garden
Title: Member
TRIAN PARTNERS, L.P.
By: Trian Partners GP, L.P., its general partner
By: Trian Partners General Partner, LLC, its general partner
By: /s/ EDWARD P. GARDEN
Name: Edward P. Garden
Title: Member
TRIAN PARTNERS MASTER FUND (ERISA) L.P.
By: Trian Partners (ERISA) GP, L.P., its general partner
By: Trian Partners (ERISA) General Partner, LLC, its general partner
By: /s/ EDWARD P. GARDEN
Name: Edward P. Garden
Title: Member
TRIAN PARTNERS MASTER FUND, L.P. — By: Trian Partners GP, L.P., its general partner
By: Trian Partners General Partner, LLC, its general partner
By: /s/ EDWARD P. GARDEN
Name: Edward P. Garden
Title: Member
TRIAN PARTNERS PARALLEL FUND I, L.P.
By: Trian Partners Parallel Fund I General Partner, LLC, its general partner
By: /s/ EDWARD P. GARDEN
Name: Edward P. Garden
Title: Member
TRIAN PARTNERS STRATEGIC INVESTMENT FUND-A, L.P.
By: Trian Partners Strategic Investment Fund-A GP, L.P., its general partner
By: Trian Partners Strategic Investment Fund-A General Partner, LLC, its general partner
By: /s/ EDWARD P. GARDEN
Name: Edward P. Garden
Title: Member
TRIAN PARTNERS STRATEGIC INVESTMENT FUND-N, L.P.
By: Trian Partners Strategic Investment Fund-N GP, L.P., its general partner
By: Trian Partners Strategic Investment Fund-N General Partner, LLC., its general partner
By: /s/ EDWARD P. GARDEN
Name: Edward P. Garden
Title: Member
TRIAN PARTNERS STRATEGIC INVESTMENT FUND II, L.P. — By: Trian Partners Strategic Investment Fund II GP, L.P., its general partner
By: Trian Partners Strategic Investment Fund-II General Partner, LLC., its general partner
By: /s/ EDWARD P. GARDEN
Name: Edward P. Garden
Title: Member
TRIAN PARTNERS STRATEGIC INVESTMENT FUND-D, L.P.
By: Trian Partners Strategic Investment Fund-D GP, L.P., its general partner
By: Trian Partners Strategic Investment Fund-D General Partner, LLC, its general partner
By: /s/ EDWARD P. GARDEN
Name: Edward P. Garden
Title: Member
TRIAN PARTNERS FUND (SUB)-G, L.P.
By: Trian Partners Investment Fund-G GP, L.P., its general partner
By: Trian Partners Investment Fund-G General Partner, LLC, its general partner
By: /s/ EDWARD P. GARDEN
Name: Edward P. Garden
Title: Member
TRIAN PARTNERS STRATEGIC FUND-G II, L.P. — By: Trian Partners Strategic Fund-G II GP, L.P., its general partner
By: Trian Partners Strategic Fund-G II General Partner, LLC, its general partner
By: /s/ EDWARD P. GARDEN
Name: Edward P. Garden
Title: Member
TRIAN PARTNERS STRATEGIC FUND-G III, L.P.
By: Trian Partners Strategic Fund-G III GP, L.P., its general partner
By: Trian Partners Strategic Fund-G III General Partner, LLC, its general partner
By: /s/ EDWARD P. GARDEN
Name Edward P. Garden
Title Member
TRIAN PARTNERS STRATEGIC FUND-K, L.P.
By: Trian Partners Strategic Fund-K GP, L.P., its general partner
By: Trian Partners Strategic Fund-K, LLC, its general partner
By: /s/ EDWARD P. GARDEN
Name Edward P. Garden
Title Member
/s/NELSON PELTZ Nelson Peltz
/s/PETER W. MAY Peter W. May
/s/EDWARD P. GARDEN Edward P. Garden

Exhibit 3

AMENDED AND RESTATED JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares of Pentair plc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 22nd day of February 2016.

TRIAN FUND MANAGEMENT, L.P. — By: Trian Fund Management GP, LLC, its general partner
By: /s/ EDWARD P. GARDEN
Name: Edward P. Garden
Title: Member
TRIAN FUND MANAGEMENT GP, LLC
By: /s/ EDWARD P. GARDEN
Name: Edward P. Garden
Title: Member
TRIAN PARTNERS, L.P.
By: Trian Partners GP, L.P., its general partner
By: Trian Partners General Partner, LLC, its general partner
By: /s/ EDWARD P. GARDEN
Name: Edward P. Garden
Title: Member
TRIAN PARTNERS MASTER FUND (ERISA) L.P.
By: Trian Partners (ERISA) GP, L.P., its general partner
By: Trian Partners (ERISA) General Partner, LLC, its general partner
By: /s/ EDWARD P. GARDEN
Name: Edward P. Garden
Title: Member
TRIAN PARTNERS MASTER FUND, L.P. — By: Trian Partners GP, L.P., its general partner
By: Trian Partners General Partner, LLC, its general partner
By: /s/ EDWARD P. GARDEN
Name: Edward P. Garden
Title: Member
TRIAN PARTNERS PARALLEL FUND I, L.P.
By: Trian Partners Parallel Fund I General Partner, LLC, its general partner
By: /s/ EDWARD P. GARDEN
Name: Edward P. Garden
Title: Member
TRIAN PARTNERS STRATEGIC INVESTMENT FUND-A, L.P.
By: Trian Partners Strategic Investment Fund-A GP, L.P., its general partner
By: Trian Partners Strategic Investment Fund-A General Partner, LLC, its general partner
By: /s/ EDWARD P. GARDEN
Name: Edward P. Garden
Title: Member
TRIAN PARTNERS STRATEGIC INVESTMENT FUND-N, L.P.
By: Trian Partners Strategic Investment Fund-N GP, L.P., its general partner
By: Trian Partners Strategic Investment Fund-N General Partner, LLC., its general partner
By: /s/ EDWARD P. GARDEN
Name: Edward P. Garden
Title: Member
TRIAN PARTNERS STRATEGIC INVESTMENT FUND II, L.P. — By: Trian Partners Strategic Investment Fund II GP, L.P., its general partner
By: Trian Partners Strategic Investment Fund-II General Partner, LLC., its general partner
By: /s/ EDWARD P. GARDEN
Name: Edward P. Garden
Title: Member
TRIAN PARTNERS STRATEGIC INVESTMENT FUND-D, L.P.
By: Trian Partners Strategic Investment Fund-D GP, L.P., its general partner
By: Trian Partners Strategic Investment Fund-D General Partner, LLC, its general partner
By: /s/ EDWARD P. GARDEN
Name: Edward P. Garden
Title: Member
TRIAN PARTNERS FUND (SUB)-G, L.P.
By: Trian Partners Investment Fund-G GP, L.P., its general partner
By: Trian Partners Investment Fund-G General Partner, LLC, its general partner
By: /s/ EDWARD P. GARDEN
Name: Edward P. Garden
Title: Member
TRIAN PARTNERS STRATEGIC FUND-G II, L.P. — By: Trian Partners Strategic Fund-G II GP, L.P., its general partner
By: Trian Partners Strategic Fund-G II General Partner, LLC, its general partner
By: /s/ EDWARD P. GARDEN
Name: Edward P. Garden
Title: Member
TRIAN PARTNERS STRATEGIC FUND-G III, L.P.
By: Trian Partners Strategic Fund-G III GP, L.P., its general partner
By: Trian Partners Strategic Fund-G III General Partner, LLC, its general partner
By: /s/ EDWARD P. GARDEN
Name Edward P. Garden
Title Member
TRIAN PARTNERS STRATEGIC FUND-K, L.P.
By: Trian Partners Strategic Fund-K GP, L.P., its general partner
By: Trian Partners Strategic Fund-K, LLC, its general partner
By: /s/ EDWARD P. GARDEN
Name Edward P. Garden
Title Member
/s/NELSON PELTZ Nelson Peltz
/s/PETER W. MAY Peter W. May
/s/EDWARD P. GARDEN Edward P. Garden

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