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Form 4 PENTAIR plc For: Jan 03 Filed by: Stauch John L

January 5, 2017 9:13 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 *
Stauch John L
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President, CFO
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)   12,511 A $ 0 36,127 (2) D  
Common Shares 01/03/2017   F (3)   3,647 D $ 57.95 6,641 (2) (4) D  
Common Shares               107,569 (4) I By Spouse Trust
Common Shares - ESPP               1,975.761 (5) D  
Common Shares - Deferral Plan               56,141.769 (2) (6) (7) I Plan Agent
Common Shares - ESOP               702.453 (7) I By ESOP
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
Employee Stock Option (right to buy) $ 57.95 01/03/2017   A (8)   58,726   01/03/2018 (9) 01/03/2027 Common Shares 58,726 $ 0 58,726 D  
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. Since the date of the reporting person's last ownership form, 35,508 shares previously reported as directly owned by the reporting person have been transferred and are now indirectly owned by a trust owned by the reporting person's spouse.
5. 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.
6. Shares of Pentair Ltd. common shares will be delivered to the reporting person in accordance with their irrevocable deferral election.
7. 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).
8. Employee 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.
/s/ John K. Wilson, Attorney-in-Fact for John L. Stauch 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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