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^*

Stauch John L

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec. VP & Chief Fin. 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⁾		26,774	A	⁽¹⁾	26,774	I	By Spouse Trust
Common Shares- ESPP	09/28/2012		A⁽¹⁾		1,201.56	A	⁽¹⁾	1,201.56	D
Common Shares - Restricted Stock Units	09/28/2012		A⁽¹⁾		109,863	A	⁽¹⁾	109,863	D
Common Shares - Deferral Plan	09/28/2012		A⁽¹⁾		9,144.718	A	⁽¹⁾	9,144.718⁽²⁾	I	Plan Agent
Common Shares - ESOP	09/28/2012		A⁽¹⁾		403.1483	A	⁽¹⁾	403.1483	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)	$33.01	09/28/2012		A⁽¹⁾		121,000		02/15/2008⁽³⁾	02/15/2017	Common Shares	121,000	⁽¹⁾	121,000	D
Employee Stock Option (right to buy)	$31.56	09/28/2012		A⁽¹⁾		12,500		03/01/2008⁽³⁾	03/01/2017	Common Shares	12,500	⁽¹⁾	12,500	D
Employee Stock Option (right to buy)	$34.18	09/28/2012		A⁽¹⁾		112,500		01/02/2009⁽³⁾	01/02/2018	Common Shares	112,500	⁽¹⁾	112,500	D
Employee Stock Option (right to buy)	$24.78	09/28/2012		A⁽¹⁾		95,000		01/02/2010⁽³⁾	01/02/2019	Common Shares	95,000	⁽¹⁾	95,000	D
Employee Stock Option (right to buy)	$33.38	09/28/2012		A⁽¹⁾		119,220		01/04/2011⁽³⁾	01/04/2020	Common Shares	119,220	⁽¹⁾	119,220	D
Employee Stock Option (right to buy)	$36.98	09/28/2012		A⁽¹⁾		54,890		01/03/2012⁽³⁾	01/03/2021	Common Shares	54,890	⁽¹⁾	54,890	D
Employee Stock Option (right to buy)	$34.12	09/28/2012		A⁽¹⁾		60,953		01/03/2013⁽³⁾	01/03/2022	Common Shares	60,953	⁽¹⁾	60,953	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. Pentair common shares will be delivered to the reporting person in accordance with their irrevocable deferral election.

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

Remarks:

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

	/s/ John K. Wilson, Attorney-in-Fact for John L. Stauch	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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