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PENTAIR plc Major Shareholding Notification 2018

Dec 6, 2018

30329_mrq_2018-12-07_13051575-b3a6-41ae-b628-33f5675f8afa.zip

Major Shareholding Notification

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SC 13D/A 1 pnr13damend13.htm PNR 13D - AMENDMENT NO. 13 Licensed to: trian Document created using EDGARfilings PROfile 4.3.3.3 Copyright 1995 - 2018 Broadridge

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 13)*

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)

December 4, 2018

(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 on 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 8,591,836
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 8,591,836
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,591,836
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.95%*
14 TYPE OF REPORTING PERSON IN

*Calculated based on 173,601,030 ordinary shares outstanding as of September 30, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 (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 8,591,836
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 8,591,836
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,591,836
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.95%*
14 TYPE OF REPORTING PERSON IN

  • Calculated based on 173,601,030 ordinary shares outstanding as of September 30, 2018, 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 8,591,836
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 8,591,836
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,591,836
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.95%*
14 TYPE OF REPORTING PERSON IN

  • Calculated based on 173,601,030 ordinary shares outstanding as of September 30, 2018, 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 8,591,836
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 8,591,836
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,591,836
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.95%*
14 TYPE OF REPORTING PERSON PN

  • Calculated based on 173,601,030 ordinary shares outstanding as of September 30, 2018, 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 8,591,836
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 8,591,836
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,591,836
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.95%*
14 TYPE OF REPORTING PERSON OO

  • Calculated based on 173,601,030 ordinary shares outstanding as of September 30, 2018, 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 1,348,341
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 1,348,341
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,348,341
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.78%*
14 TYPE OF REPORTING PERSON PN

  • Calculated based on 173,601,030 ordinary shares outstanding as of September 30, 2018, 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 1,117,434
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 1,117,434
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,117,434
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.64%*
14 TYPE OF REPORTING PERSON PN

  • Calculated based on 173,601,030 ordinary shares outstanding as of September 30, 2018, 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 290,753
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 290,753
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 290,753
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.17%*
14 TYPE OF REPORTING PERSON PN

  • Calculated based on 173,601,030 ordinary shares outstanding as of September 30, 2018, 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 1,745,991
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 1,745,991
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,745,991
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.01%*
14 TYPE OF REPORTING PERSON PN

  • Calculated based on 173,601,030 ordinary shares outstanding as of September 30, 2018, 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 1,249,955
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 1,249,955
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,249,955
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.72%*
14 TYPE OF REPORTING PERSON PN

  • Calculated based on 173,601,030 ordinary shares outstanding as of September 30, 2018, 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 784,552
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 784,552
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 784,552
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.45%*
14 TYPE OF REPORTING PERSON PN

  • Calculated based on 173,601,030 ordinary shares outstanding as of September 30, 2018, 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 387,878
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 387,878
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 387,878
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.22%*
14 TYPE OF REPORTING PERSON PN

  • Calculated based on 173,601,030 ordinary shares outstanding as of September 30, 2018, 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 124,179
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 124,179
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 124,179
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.07%*
14 TYPE OF REPORTING PERSON PN

  • Calculated based on 173,601,030 ordinary shares outstanding as of September 30, 2018, 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 367,671
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 367,671
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 367,671
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.21%*
14 TYPE OF REPORTING PERSON PN

  • Calculated based on 173,601,030 ordinary shares outstanding as of September 30, 2018, as reported in the Issuer's Form 10-Q.
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 184,589
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 184,589
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 184,589
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.11%*
14 TYPE OF REPORTING PERSON PN

  • Calculated based on 173,601,030 ordinary shares outstanding as of September 30, 2018, 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 568,469
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 568,469
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 568,469
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.33%*
14 TYPE OF REPORTING PERSON PN

  • Calculated based on 173,601,030 ordinary shares outstanding as of September 30, 2018, as reported in the Issuer's Form 10-Q.
1 NAME OF REPORTING PERSON Trian Partners Strategic Fund-C, Ltd. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 98-1327448
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 410,905
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 410,905
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 410,905
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.24%*
14 TYPE OF REPORTING PERSON OO

  • Calculated based on 173,601,030 ordinary shares outstanding as of September 30, 2018, as reported in the Issuer's Form 10-Q.

This Amendment No. 13 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on June 30, 2015, as amended by Amendment No. 1 filed on July 13, 2015, as amended by Amendment No. 2 filed on July 29, 2015, as amended by Amendment No. 3 filed on September 8, 2015, as amended by Amendment No. 4 filed on February 22, 2016, as amended by Amendment No. 5 filed on May 10, 2016, as amended by Amendment No. 6 filed on May 18, 2017, as amended by Amendment No. 7 filed on May 1, 2018, as amended by Amendment No. 8 filed on June 1, 2018, as amended by Amendment No. 9 filed on August 15, 2018, as amended by Amendment No. 10 filed on September 11, 2018, as amended by Amendment No. 11 filed on October 30, 2018, and as amended by Amendment No. 12 ("Amendment No. 12") filed on December 6, 2018 (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 43 London Wall, London, EC2M 5TF, 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.

Item 5 of the Schedule 13D is hereby amended as follows:

Item 5. Interest in Securities of the Issuer

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

Schedule A to this Amendment No. 13, which was inadvertently omitted from Amendment No. 12, is incorporated herein by reference.

[INTENTIONALLY LEFT BLANK]

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: December 6, 2018

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, 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 General Partner, LLC, its general partner
By: /s/ EDWARD P. GARDEN
Name Edward P. Garden
Title Member
TRIAN PARTNERS STRATEGIC FUND-C, LTD.
By: /s/ EDWARD P. GARDEN
Name Edward P. Garden
Title Director
/s/NELSON PELTZ Nelson Peltz
/s/PETER W. MAY Peter W. May
/s/EDWARD P. GARDEN Edward P. Garden

SCHEDULE A

Reporting Person Date Shares Price Type
Trian Partners, L.P. Trian Partners, L.P. Trian Partners, L.P. Trian Partners, L.P. Trian Partners, L.P. Trian Partners Parallel Fund I, L.P. Trian Partners Parallel Fund I, L.P. Trian Partners Parallel Fund I, L.P. Trian Partners Parallel Fund I, L.P. Trian Partners Parallel Fund I, L.P. Trian Partners Strategic Investment Fund II, L.P. Trian Partners Strategic Investment Fund II, L.P. Trian Partners Strategic Investment Fund II, L.P. Trian Partners Strategic Investment Fund II, L.P. Trian Partners Strategic Investment Fund II, L.P. Trian Partners Strategic Investment Fund-A, L.P. Trian Partners Strategic Investment Fund-A, L.P. Trian Partners Strategic Investment Fund-A, L.P. Trian Partners Strategic Investment Fund-A, L.P. Trian Partners Strategic Investment Fund-A, L.P. Trian Partners Strategic Investment Fund-D, L.P. Trian Partners Strategic Investment Fund-D, L.P. Trian Partners Strategic Investment Fund-D, L.P. Trian Partners Strategic Investment Fund-D, L.P. Trian Partners Strategic Investment Fund-D, L.P. Trian Partners Fund (Sub)-G, L.P. Trian Partners Fund (Sub)-G, L.P. Trian Partners Fund (Sub)-G, L.P. Trian Partners Fund (Sub)-G, L.P. Trian Partners Fund (Sub)-G, L.P. Trian Partners Strategic Fund G-II, L.P. Trian Partners Strategic Fund G-II, L.P. Trian Partners Strategic Fund G-II, L.P. Trian Partners Strategic Fund G-II, L.P. Trian Partners Strategic Fund G-II, L.P. Trian Partners Strategic Fund G-III, L.P. Trian Partners Strategic Fund G-III, L.P. Trian Partners Strategic Fund G-III, L.P. Trian Partners Strategic Fund G-III, L.P. Trian Partners Strategic Fund G-III, L.P. Trian Partners Strategic Investment Fund-N, L.P. Trian Partners Strategic Investment Fund-N, L.P. Trian Partners Strategic Investment Fund-N, L.P. Trian Partners Strategic Investment Fund-N, L.P. Trian Partners Strategic Investment Fund-N, L.P. Trian Partners Strategic Fund-K, L.P. Trian Partners Strategic Fund-K, L.P. Trian Partners Strategic Fund-K, L.P. Trian Partners Strategic Fund-K, L.P. Trian Partners Strategic Fund-K, L.P. Trian Partners Strategic Fund-C, Ltd. Trian Partners Strategic Fund-C, Ltd. Trian Partners Strategic Fund-C, Ltd. Trian Partners Strategic Fund-C, Ltd. Trian Partners Strategic Fund-C, Ltd. 11/28/2018 11/29/2018 11/30/2018 12/3/2018 12/4/2018 11/28/2018 11/29/2018 11/30/2018 12/3/2018 12/4/2018 11/28/2018 11/29/2018 11/30/2018 12/3/2018 12/4/2018 11/28/2018 11/29/2018 11/30/2018 12/3/2018 12/4/2018 11/28/2018 11/29/2018 11/30/2018 12/3/2018 12/4/2018 11/28/2018 11/29/2018 11/30/2018 12/3/2018 12/4/2018 11/28/2018 11/29/2018 11/30/2018 12/3/2018 12/4/2018 11/28/2018 11/29/2018 11/30/2018 12/3/2018 12/4/2018 11/28/2018 11/29/2018 11/30/2018 12/3/2018 12/4/2018 11/28/2018 11/29/2018 11/30/2018 12/3/2018 12/4/2018 11/28/2018 11/29/2018 11/30/2018 12/3/2018 12/4/2018 15,356 41,313 54,199 90,847 1,181 3,311 8,909 11,687 19,590 254 8,935 24,039 31,536 52,861 686 19,887 53,497 70,184 117,639 1,528 4,418 11,885 15,591 26,134 339 1,414 3,805 4,992 8,367 109 4,187 11,265 14,779 24,772 322 2,102 5,656 7,420 12,437 161 14,236 38,299 50,244 84,218 1,093 6,474 17,418 22,851 38,302 497 4,680 12,590 16,517 27,685 359 $42.8201 $42.6417 $42.7505 $42.8066 $42.5037 $42.8201 $42.6417 $42.7505 $42.8066 $42.5037 $42.8201 $42.6417 $42.7505 $42.8066 $42.5037 $42.8201 $42.6417 $42.7505 $42.8066 $42.5037 $42.8201 $42.6417 $42.7505 $42.8066 $42.5037 $42.8201 $42.6417 $42.7505 $42.8066 $42.5037 $42.8201 $42.6417 $42.7505 $42.8066 $42.5037 $42.8201 $42.6417 $42.7505 $42.8066 $42.5037 $42.8201 $42.6417 $42.7505 $42.8066 $42.5037 $42.8201 $42.6417 $42.7505 $42.8066 $42.5037 $42.8201 $42.6417 $42.7505 $42.8066 $42.5037 Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale