0001209191-17-061892.txt : 20171120
0001209191-17-061892.hdr.sgml : 20171120
20171120200130
ACCESSION NUMBER: 0001209191-17-061892
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20171116
FILED AS OF DATE: 20171120
DATE AS OF CHANGE: 20171120
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: 171215190
MAIL ADDRESS:
STREET 1: 280 PARK AVE
STREET 2: 41ST FL
CITY: NEW YORK
STATE: NY
ZIP: 10017
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: 171215189
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
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
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-11-16
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
1
0
0
0
Common (Ordinary) Shares
2017-11-16
4
S
0
921
67.5925
D
15198888
I
Please see explanation below
Common (Ordinary) Shares
2017-11-16
4
S
0
182740
67.60
D
15016148
I
Please see explanation below
Common (Ordinary) Shares
2017-11-17
4
P
0
328567
68.3259
A
15344715
I
Please see explanation below
Common (Ordinary) Shares
2017-11-17
4
P
0
14433
68.7164
A
15359148
I
Please see explanation below
Common (Ordinary) Shares
2017-11-20
4
P
0
41571
68.9417
A
15400719
I
Please see explanation below
Common (Ordinary) Shares - Restricted Stock Units
1122
D
Put-Call Option (right and obligation to buy)
68.9767
2017-11-20
4
J
0
204958
0.00
A
2018-11-20
Common (Ordinary) Shares
204958
204958
I
Please see explanation below
Mr. Garden previously received 921 shares from the Issuer following the vesting of restricted stock units granted to him in connection with his service on the Issuer's Board of Directors. Mr. Garden transferred these shares to Trian Fund Management, L.P. ("Trian Management"), for no consideration, pursuant to an agreement entered into as of May 10, 2016 with Trian Management relating to compensation received in connection his service as a director of the Issuer.
Trian Management serves as the management company for Trian Partners, L.P., Trian Partners Master Fund, 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") and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the Issuer held by them.
(FN 3, contd.) 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 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 Trian Management and 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 sale was made in connection with the liquidation of an investment fund managed by Trian Management.
The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $67.68 to $68.68. 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 $68.69 to $68.75. 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 $68.35 to $69.20. 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.
One of the Trian Entities has entered into a privately negotiated back-to-back call and put transactions (the "Options") with a counterparty through which it is entitled to the same economic gain or loss as if it has purchased the indicated shares. More specifically, these transactions represent call options pursuant to which, on or prior to November 20, 2018 (the "Exercise Date"), the Trian Entity may acquire the number of shares set forth above at the exercise price set forth above (the "Exercise Price"). These call options may be exercised at any time, in whole or in part, on or prior to the Exercise Date. Simultaneously with the purchase of each call option, the Trian Entity also sold a put option to the counterparty for the same number of shares pursuant to which, if on the Exercise Date the call options have not been exercised by the Trian Entity and the Exercise Price is greater than the closing price of the shares on the Expiration Date (the "Closing Price"), the counterparty
(FN 8 contd.) may require the Trian Entity to, at such person's election, either (i) pay the counterparty an amount in cash equal to the product of (a) the excess of the Exercise Price over the Closing Price and (b) the number of shares set forth above or (ii) acquire from the counterparty the number of shares set forth above at the Exercise Price. With the exercise of any call option, a corresponding number of put options would be automatically terminated. As part of these transactions, the Trian Entity pays the counterparty a financing fee based on the number of days that the Options that it holds are outstanding, which fee is calculated using a monthly rate equal to one month LIBOR plus an applicable spread. No premium was paid by either of the parties in connection with the Options. Until exercised, the Options do not give the Trian Entity any direct or indirect voting, investment or dispositive control over the underlying shares.
Daniel R. Marx, Attorney-In-Fact for Edward P. Garden
2017-11-20
Daniel R. Marx, Attorney-In-Fact for Edward P. Garden, member of the general partner of Trian Fund Management, L.P.
2017-11-20