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Form 4 PENTAIR plc For: Nov 24 Filed by: HOGAN RANDALL J

November 26, 2014 12:20 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 *
HOGAN RANDALL J
(Last) (First) (Middle)
5500 WAYZATA BLVD., SUITE 800
(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
X Officer (give title below) Other (specify below)
Chairman, CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/24/2014
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 11/24/2014   M   100,000 A $ 34.28 146,116 D  
Common Shares 11/24/2014   S   100,000 D $ 68.5942 (1) 46,116 D  
Common Shares 11/25/2014   M   97,083 A $ 34.28 143,199 D  
Common Shares 11/25/2014   S   97,083 D $ 69.1113 (2) 46,116 D  
Common Stock - Deferral Plan               56,644.981 (4) (3) I Plan Agent
Common Stock - ESOP               1,884.3773 (4) 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) $ 34.28 11/24/2014   M     100,000 01/03/2007 (5) 01/03/2016 Common Shares 100,000 $ 0 97,083 D  
Employee Stock Option (right to buy) $ 34.28 11/25/2014   M     97,083 01/03/2007 (5) 01/03/2016 Common Shares 97,083 $ 0 0 D  
Explanation of Responses:
1. The price in Column 4 is a weighted average price. The prices actually received ranged from $68.44 to $68.88. 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.
2. The price in Column 4 is a weighted average price. The prices actually received ranged from $69.00 to $69.22. 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.
3. Shares of Pentair, Inc. common stock will be delivered to the reporting person in accordance with their irrevocable deferral election.
4. End-of-period holdings include shares acquired under a dividend reinvestment plan in exempt transaction not required to be reported pursuant to Section 16(a).
5. 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 Randall J. Hogan 11/25/2014
** 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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