SEC FORM 4

SEC Form 4

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

55416

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PENTAIR INC [ 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 & Chief Exec. Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/28/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	09/28/2012		A⁽¹⁾		29,602	A	⁽¹⁾	29,602	D
Common Shares	09/28/2012		A⁽¹⁾		256,588	A	⁽¹⁾	256,588	I	By Trust
Common Shares	09/28/2012		A⁽¹⁾		97,612	A	⁽¹⁾	97,612	I	By GRAT
Common Shares	09/28/2012		A⁽¹⁾		13,442	A	⁽¹⁾	13,442⁽²⁾	I	By Spouse Trust
Common Shares - Restricted Stock Units	09/28/2012		A⁽¹⁾		212,345	A	⁽¹⁾	212,345	D
Common Shares - Deferral Plan	09/28/2012		A⁽¹⁾		16,203.423	A	⁽¹⁾	16,203.423⁽³⁾	I	Plan Agent
Common Shares - ESOP	09/28/2012		A⁽¹⁾		1,708.6967	A	⁽¹⁾	1,708.6967	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$22.88	09/28/2012		A⁽¹⁾		295,630		01/02/2005⁽⁴⁾	01/02/2014	Common Shares	295,630	⁽¹⁾	295,630	D
Employee Stock Option (right to buy)	$40.95	09/28/2012		A⁽¹⁾		275,000		01/06/2006⁽⁴⁾	01/06/2015	Common Shares	275,000	⁽¹⁾	275,000	D
Employee Stock Option (right to buy)	$34.28	09/28/2012		A⁽¹⁾		200,000		01/03/2007⁽⁴⁾	01/03/2016	Common Shares	200,000	⁽¹⁾	200,000	D
Employee Stock Option (right to buy)	$30.05	09/28/2012		A⁽¹⁾		319,775		01/03/2008⁽⁴⁾	01/03/2017	Common Shares	319,775	⁽¹⁾	319,775	D
Employee Stock Option (right to buy)	$35.99	09/28/2012		A⁽¹⁾		58,900		11/05/2007⁽⁵⁾	01/02/2013	Common Shares	58,900	⁽¹⁾	58,900	D
Employee Stock Option (right to buy)	$34.18	09/28/2012		A⁽¹⁾		333,250		01/02/2009⁽⁴⁾	01/02/2018	Common Shares	333,250	⁽¹⁾	333,250	D
Employee Stock Option (right to buy)	$24.78	09/28/2012		A⁽¹⁾		309,288		01/02/2010⁽⁴⁾	01/02/2019	Common Shares	309,288	⁽¹⁾	309,288	D
Employee Stock Option (right to buy)	$33.38	09/28/2012		A⁽¹⁾		362,572		01/04/2011⁽⁴⁾	01/04/2020	Common Shares	362,572	⁽¹⁾	362,572	D
Employee Stock Option (right to buy)	$36.98	09/28/2012		A⁽¹⁾		171,324		01/03/2012⁽⁴⁾	01/03/2021	Common Shares	171,324	⁽¹⁾	171,324	D
Employee Stock Option (right to buy)	$34.12	09/28/2012		A⁽¹⁾		193,777		01/03/2013⁽⁴⁾	01/03/2022	Common Shares	193,777	⁽¹⁾	193,777	D

Explanation of Responses:

1. Common stock and derivative securities of Pentair Ltd. ("the Issuer") were acquired pursuant to the Merger Agreement, dated as of March 27, 2012, as amended, among Pentair, Inc., Tyco International Ltd., the Issuer, Panthro Acquisition Co. and Panthro Merger Sub, Inc. Upon closing of the merger, Pentair, Inc. became a wholly owned subsidiary of the Issuer, and each share of Pentair, Inc. common stock was converted into one Issuer common share. Derivative securities relating to Pentair, Inc. common stock were converted into derivative securities relating to an equal number of Issuer common shares with the same terms and conditions (including vesting schedule and exercise price, if applicable).

2. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

3. Pentair common shares will be delivered to the reporting person in accordance with their irrevocable deferral election.

4. One-third of the stock options become exercisable on the first, second, and third anniversary of the grant.

5. Reload stock option becomes exercisable upon grant and expires on the same date as the original option grant.

Remarks:

Issuer Name and Ticker Symbol: Pentair Ltd. [PNR]

	/s/ John K. Wilson, Attorney-in-Fact for Randall J. Hogan	10/02/2012
	** 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).
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