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Form 4 PENTAIR plc For: Jan 03 Filed by: MERRIMAN RONALD

January 5, 2017 7:06 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
MERRIMAN RONALD
(Last) (First) (Middle)
5500 WAYZATA BLVD., SUITE 600
(Street)
GOLDEN VALLEY MN 55416
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PENTAIR plc [ PNR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/03/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares - Restricted Stock Units 01/03/2017   A (1)   1,122 A $ 0 1,122 (2) D  
Common Shares 01/04/2017   F (3)   548 D $ 58.15 16,338 (2) D  
Common Shares 01/04/2017   M (4)   10,000 A $ 32.73 26,338 D  
Common Shares 01/04/2017   S (4)   10,000 D $ 57.87 (5) 16,338 D  
Common Shares - Deferral Plan               300.50 (6) (7) I Plan Agent
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Nonqualified Stock Option (right to buy) $ 57.95 01/03/2017   A (8)   5,265   01/03/2018 (9) 01/03/2027 Common Shares 5,265 $ 0 5,265 D  
Nonqualified Stock Option (right to buy) $ 32.73 01/04/2017   M (4)     10,000   (10) 02/26/2017 Common Shares 10,000 $ 0 0 D  
Phantom Stock Units (Deferred Compensation) (11)               (12)   (12) Common Shares 122.563   122.563 (6) (7) I Plan Agent
Explanation of Responses:
1. 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.
2. End-of-period holdings reflect the vesting of restricted stock units that were previously reported.
3. Shares surrendered to pay taxes applicable to vesting of restricted stock units.
4. 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.
5. 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.
6. 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).
7. 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).
8. Nonqualified stock option granted under the Pentair plc 2012 Stock and Incentive Plan.
9. One third of the stock options become exercisable on the first, second and third anniversary of the grant.
10. The options are vested and exercisable.
11. Phantom stock units convert into common shares on a one-for-one basis.
12. Settlement of phantom stock units will be in Pentair plc common shares in accordance with reporting person's irrevocable election.
/s/ John K. Wilson, Attorney-in-Fact for Ronald Merriman 01/05/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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