0001209191-17-033317.txt : 20170517
0001209191-17-033317.hdr.sgml : 20170517
20170517175307
ACCESSION NUMBER: 0001209191-17-033317
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170515
FILED AS OF DATE: 20170517
DATE AS OF CHANGE: 20170517
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: PENTAIR plc
CENTRAL INDEX KEY: 0000077360
STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY (NO METALWORKING MACHINERY) [3550]
IRS NUMBER: 981050812
STATE OF INCORPORATION: L2
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 43 LONDON WALL
CITY: LONDON
STATE: X0
ZIP: EC2M 5TF
BUSINESS PHONE: 763-545-1730
MAIL ADDRESS:
STREET 1: C/O PENTAIR MANAGEMENT COMPANY
STREET 2: 5500 WAYZATA BLVD
CITY: GOLDEN VALLEY
STATE: MN
ZIP: 55416
FORMER COMPANY:
FORMER CONFORMED NAME: PENTAIR LTD
DATE OF NAME CHANGE: 20121003
FORMER COMPANY:
FORMER CONFORMED NAME: PENTAIR INC
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: PENTAIR INDUSTRIES INC
DATE OF NAME CHANGE: 19790327
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TRIAN FUND MANAGEMENT, L.P.
CENTRAL INDEX KEY: 0001345471
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11625
FILM NUMBER: 17852930
BUSINESS ADDRESS:
STREET 1: 280 PARK AVENUE
STREET 2: 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-451-3000
MAIL ADDRESS:
STREET 1: 280 PARK AVENUE
STREET 2: 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER NAME:
FORMER CONFORMED NAME: Trian Fund Management, L.P.
DATE OF NAME CHANGE: 20051128
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GARDEN EDWARD P
CENTRAL INDEX KEY: 0001257864
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11625
FILM NUMBER: 17852931
MAIL ADDRESS:
STREET 1: 280 PARK AVE
STREET 2: 41ST FL
CITY: NEW YORK
STATE: NY
ZIP: 10017
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-05-15
0
0000077360
PENTAIR plc
PNR
0001257864
GARDEN EDWARD P
280 PARK AVENUE, 41ST FLOOR
NEW YORK
NY
10017
1
0
0
0
0001345471
TRIAN FUND MANAGEMENT, L.P.
280 PARK AVENUE, 41ST FLOOR
NEW YORK
NY
10017
0
0
0
1
Please see remarks below
Common (Ordinary) Shares
2017-05-15
4
P
0
290000
65.3147
A
14625888
I
Please see explanation below
Common (Ordinary) Shares
2017-05-16
4
P
0
175000
65.4105
A
14800888
I
Please see explanation below
Common (Ordinary) Shares
2017-05-17
4
P
0
64100
65.1087
A
14864988
I
Please see explanation below
Common (Ordinary) Shares
2017-05-17
4
P
0
102036
64.72
A
14967024
I
Please see explanation below
Common (Ordinary) Shares
2017-05-17
4
P
0
231864
65.31
A
15198888
I
Please see explanation below
Common (Ordinary) Shares - Restricted Stock Units
1122
D
Common (Ordinary) Shares
2017-05-16
4
F
0
231
65.50
D
921
D
The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $65.18 to $65.55. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.
Trian Fund Management, L.P ("Trian Management") serves as the management company for Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Master Fund (ERISA), L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Strategic Investment Fund II, L.P., Trian Partners Strategic Investment Fund-A, L.P., Trian Partners Strategic Investment Fund-N, L.P., Trian Partners Strategic Investment Fund-D, L.P., Trian Partners Fund (Sub)-G, L.P., Trian Partners Strategic Fund-G II, L.P., Trian Partners Strategic Fund-G III, L.P., Trian Partners Strategic Fund-K, L.P. and Trian Partners Strategic Fund-C, Ltd. (collectively, the "Trian Entities").
(FN 2, contd.) and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the Issuer held by them. Mr. Garden is a member of Trian Fund Management GP, LLC, which is the general partner of Trian Management, and therefore is in a position to determine the investment and voting decisions made by Trian Management on behalf of the Trian Entities. Accordingly, Mr. Garden and Trian Management may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by the Trian Entities. The Reporting Persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $65.085 to $65.425. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.
The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $64.51 to $65.42. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.
The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $64.48 - $64.99. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.
The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $65.00 - $65.57. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.
End-of-period holdings reflect the vesting of certain restricted stock units that were previously reported.
Daniel R. Marx, Attorney-In-Fact for Edward P. Garden
2017-05-17
Daniel R. Marx, Attorney-In-Fact for Edward P. Garden, member of the general partner of Trian Fund Management, L.P.
2017-05-17