Page 20 of 29 – SEC Filing
This Amendment No. 6 (“Amendment No. 6”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on June 30, 2015 (the “Original Statement”), as amended by Amendment No. 1 filed on July 13, 2015, as amended by Amendment No. 2 filed on July 29, 2015, as amended by Amendment No. 3 filed on September 8, 2015, as amended by Amendment No. 4 filed on February 22, 2016 (“Amendment No. 4”), and as amended by Amendment No. 5 (“Amendment No. 5”) filed on May 10, 2016 (as amended, the “Schedule 13D”), relating to the Ordinary Shares, nominal value $0.01 per share (the “Shares”), of Pentair plc, an Irish public limited company (the “Issuer”). The address of the principal executive office of the Issuer is P.O. Box 471, Sharp Street, Walkden, Manchester, M28 8BU United Kingdom.
Capitalized terms not defined herein shall have the meanings ascribed to them in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
Items 2, 3, 5, 6 and 7 of the Schedule 13D are hereby amended as follows:
Item 2. Identity and Background
Item 2 is amended by deleting Item 2 of Amendment No. 4 and replacing it with the following:
The persons filing this statement are Trian Partners, L.P., a Delaware limited partnership (“Trian Onshore”), Trian Partners Master Fund, L.P., a Cayman Islands limited partnership (“Trian Offshore”), Trian Partners Parallel Fund I, L.P., a Delaware limited partnership (“Parallel Fund I”), Trian Partners Master Fund (ERISA), L.P., a Cayman Islands limited partnership, (“Trian ERISA”), Trian Partners Strategic Investment Fund II, L.P., a Delaware limited partnership (“TPSIF II”), Trian Partners Strategic Investment Fund-A, L.P., a Delaware limited partnership (“Strategic Fund-A”), Trian Partners Strategic Investment Fund-N, L.P., a Delaware limited partnership (“Strategic Fund-N”), Trian Partners Strategic Investment Fund-D, L.P., a Cayman Islands limited partnership (“Strategic Fund-D”), Trian Partners Fund (Sub)-G, L.P., a Delaware Limited Partnership (“Fund G”), Trian Partners Strategic Fund-G II, L.P. a Delaware limited partnership (“Strategic Fund-G II”), Trian Partners Strategic Fund-G III, L.P. a Delaware limited partnership (“Strategic Fund-G III”), Trian Partners Strategic Fund-K, L.P., a Delaware limited partnership (“Strategic Fund-K”), Trian Partners Strategic Fund-C, Ltd., a Cayman Islands exempted company with limited liability (“Strategic Fund-C”, and together with the foregoing, the “Trian Entities”), Trian Fund Management, L.P., a Delaware limited partnership (“Trian Management”), Trian Fund Management GP, LLC, a Delaware limited liability company (“Trian Management GP”), Nelson Peltz, a citizen of the United States of America, Peter W. May, a citizen of the United States of America, and Edward P. Garden, a citizen of the United States of America (the Trian Entities, Trian Management, Trian Management GP and Messrs. Peltz, May and Garden are sometimes hereinafter referred to collectively as the “Reporting Persons” or the “Trian Group”). The principal business address and the address of the principal office of each member of the Trian Group is 280 Park Avenue, 41st Floor, New York, New York 10017, except that the principal business address of Trian Offshore, Trian ERISA, Strategic Fund-D and Strategic Fund-C is c/o DE (Cayman) Limited, Landmark Square, West Bay Road, PO Box 775, Grand Cayman, Cayman Islands, KY1-9006.
Trian Management GP is the general partner of Trian Management, which serves as the management company for Trian Onshore, Trian Offshore, Parallel Fund I, Trian ERISA, TPSIF II, Strategic Fund-A, Strategic Fund-N, Strategic Fund-D, Fund G, Strategic Fund-G II, Strategic Fund-G III, Strategic Fund-K and Strategic Fund-C. Trian Management GP is controlled by Nelson Peltz, Peter W. May and Edward P. Garden, who therefore are in a position to determine the investment and voting decisions made by the Trian Entities, Trian Management and Trian Management GP.
Each of Trian Onshore, Trian Offshore, Parallel Fund I, Trian ERISA, TPSIF II, Strategic Fund-A, Strategic Fund-N, Strategic Fund-D, Fund G, Strategic Fund-G II. Strategic Fund-G III, Strategic Fund-K and Strategic Fund-C is primarily engaged in the business of investing in securities. Trian Management is primarily engaged in the business of serving as a management company for the Trian Entities. Trian Management GP is primarily engaged in the business of serving as the general partner of Trian Management.
Nelson Peltz’s present principal occupation or employment is serving as Chief Executive Officer and a founding partner of Trian Management and, as such, managing the investments of Trian Onshore, Trian Offshore, Parallel Fund I, Trian ERISA, TPSIF II, Strategic Fund-A, Strategic Fund-N, Strategic Fund-D, Fund G, Strategic Fund-G II, Strategic Fund-G III, Strategic Fund-K and Strategic Fund-C and other funds, accounts and investment vehicles managed by Trian Management. Peter W. May’s present principal occupation or employment is serving as President and a founding partner of Trian Management and, as such, managing the investments of Trian Onshore, Trian Offshore, Parallel Fund I, Trian ERISA, TPSIF II, Strategic Fund-A, Strategic Fund-N, Strategic Fund-D, Fund G, Strategic Fund-G II, Strategic Fund-G III, Strategic Fund-K and Strategic Fund-C and other funds, accounts and investment vehicles managed by Trian Management. Edward P. Garden’s present principal occupation or employment is serving as Chief Investment Officer and a founding partner of Trian Management and, as such, managing the investments of Trian Onshore, Trian Offshore, Parallel Fund I, Trian ERISA, TPSIF II, Strategic Fund-A, Strategic Fund-N, Strategic Fund-D, Fund G, Strategic Fund-G II, Strategic Fund-G III, Strategic Fund-K and Strategic Fund-C and other funds, accounts and investment vehicles managed by Trian Management.
None of the Reporting Persons, nor any director, executive officer, general partner or controlling person of any of the Reporting Persons, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, Federal or State securities laws or a finding of any violation with respect to such laws.
Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning him or it contained herein, but is not responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Item 3. Source and Amount of Funds or Other Consideration
Since the filing of Amendment No. 5, Strategic Fund-N, Strategic Fund-G II and Strategic Fund-C have collectively purchased 863,000 Shares for an aggregate purchase price of $56,336,977.50 (including commissions). The source of funding for such transactions was the respective general working capital of the purchasers.
In connection with his service on the Issuer’s Board of Directors, Mr. Garden received from the Issuer1,152 restricted stock units (“RSUs”) and 5,898 nonqualified stock options (“Options”) on May 16, 2016, and Mr. Garden received from the Issuer 1,122 RSUs and 5,265 Options on January 3, 2017. Each of the grants was made pursuant to the Pentair plc 2012 Stock and Incentive Plan. The Options granted to Mr. Garden are exercisable at the closing price of the Shares on the date of the applicable grant, have a ten-year term and vest in three equal installments on the first, second and third anniversaries of the date of the applicable grant. The RSUs granted to Mr. Garden represent the right to receive an equal number of Shares upon vesting and vest on the first anniversary of the date of the applicable grant.
On May 16, 2017, Mr. Garden received 921 Shares following the vesting of the RSUs granted to him on May 16, 2016 (net of 231 Shares surrendered to pay taxes applicable to the vesting of such RSUs).
Certain Shares held by the Trian Entities are held in the ordinary course of business with other investment securities owned by such Trian Entities in co-mingled margin accounts with a prime broker, which prime broker may, from time to time, extend margin credit to such Trian Entities, subject to applicable federal margin regulations, stock exchange rules and credit policies. Because other securities are held in Trian Entity margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase such Shares, and it may not be possible to determine the amounts of margin, if any, that could be used to purchase Shares in the future by the Trian Entities or any other funds, accounts or investment vehicles managed by Trian Management.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following information:
(a) As of 4:00 p.m., New York City time, on May 17, 2017, the Reporting Persons beneficially owned, in the aggregate, 15,201,775 Shares, representing approximately 8.34% of the Issuer’s outstanding Shares (calculated based on 182,245,086 ordinary shares outstanding as of March 31, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).
(b) Each of Trian Onshore, Trian Offshore, Parallel Fund I, Trian ERISA, TPSIF II, Strategic Fund-A, Strategic Fund-N, Strategic Fund-D, Fund G, Strategic Fund-G II, Strategic Fund-G III, Strategic Fund-K and Strategic Fund-C beneficially and directly owns and has sole voting power and sole dispositive power with regard to 2,670,342; 5,959,332; 261,894; 182,740; 902,609; 2,008,726; 898,793; 446,245; 106,099; 422,996, 212,365, 654,011 and 472,736 Shares, respectively, except to the extent that other Reporting Persons as described below may be deemed to have shared voting power and shared dispositive power with regard to such Shares. Mr. Garden beneficially owns and has sole voting power and sole dispositive power with regard to 2,887 Shares (including 1,966 Shares issuable with respect to Options exercisable by Mr. Garden within 60 days of the date of this Schedule 13D), except to the extent that other members of the Trian Group as described in this Item 5 may be deemed to have shared voting power and shared dispositive power with regard to such Shares.
Each of Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden, by virtue of their relationships to Strategic Fund-C (discussed in Item 2), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3), the Shares that Strategic Fund-C directly and beneficially owns. Each of Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden disclaims beneficial ownership of such Shares for all other purposes.
Each of Trian Management, Trian Management GP, Nelson Peltz and Peter W. May, by virtue of the agreement between Trian Management and Edward P. Garden (which is discussed in Item 6 below), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3), the Shares described above that Mr. Garden directly and beneficially owns. Each of Trian Management, Trian Management GP, Nelson Peltz and Peter W. May disclaims beneficial ownership of such Shares for all other purposes.
(c) Set forth below is a list of all transactions with respect to the Shares effected during the past sixty (60) days by any of the Reporting Persons, inclusive of the transactions effected through 4:00 pm, New York City time, on May 17, 2017. All such transactions in the table were effected in the open market. The prices set forth in the table do not include commissions.
| Fund | Date | Shares | Price | Type | ||||
| Trian Partners Strategic Investment Fund-N, L.P. | 5/15/2017 | 110,554 | $ 65.3147 | Purchase | ||||
| Trian Partners Strategic Investment Fund-N, L.P. | 5/16/2017 | 66,714 | $ 65.4105 | Purchase | ||||
| Trian Partners Strategic Investment Fund-N, L.P. | 5/17/2017 | 127,289 | $ 65.1297 | Purchase | ||||
| Trian Partners Strategic Investment Fund-N, L.P. | 5/17/2017 | 24,436 | $ 65.1087 | Purchase | ||||
| Trian Partners Strategic Fund-G II, L.P. | 5/15/2017 | 20,589 | $ 65.3147 | Purchase | ||||
| Trian Partners Strategic Fund-G II, L.P. | 5/16/2017 | 12,425 | $ 65.4105 | Purchase | ||||
| Trian Partners Strategic Fund-G II, L.P. | 5/17/2017 | 23,706 | $ 65.1297 | Purchase | ||||
| Trian Partners Strategic Fund-G II, L.P. | 5/17/2017 | 4,551 | $ 65.1087 | Purchase | ||||
| Trian Partners Strategic Fund-C, Ltd. | 5/15/2017 | 158,857 | $ 65.3147 | Purchase | ||||
| Trian Partners Strategic Fund-C, Ltd. | 5/16/2017 | 95,861 | $ 65.4105 | Purchase | ||||
| Trian Partners Strategic Fund-C, Ltd. | 5/17/2017 | 182,905 | $ 65.1297 | Purchase | ||||
| Trian Partners Strategic Fund-C, Ltd. | 5/17/2017 | 35,113 | $ 65.1087 | Purchase |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information:
Pursuant to an agreement dated as of May 10, 2016 between Edward P. Garden and Trian Management (the “Director Fee Agreement”), Mr. Garden agreed, among other things, that as long as he is an officer of Trian Management and for a period of six months and one day thereafter, Trian Management shall be entitled to direct the disposition of any RSUs and Options he receives as compensation for his service as a director of the Issuer and to direct the voting of any Shares that he receives from the exercise or conversion of such RSUs or Options or any other securities he receives as a director of the Issuer. Trian Management is also entitled to receive the consideration received as a result of any disposition of such RSUs, Options, Shares or other securities. The foregoing description of the Director Fee Agreement is a summary only and is qualified in its entirety by reference to the Director Fee Agreement, which is filed as Exhibit 5 hereto and incorporated herein by reference.
The second through fourth paragraphs of Item 3 of this Amendment No. 6 are incorporated by reference herein.
Item 7. Materials to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended and supplemented by the following:
4. Amended and Restated Joint Filing Agreement of the Reporting Persons
5. Agreement dated as of May 10, 2016 between Edward P. Garden and Trian Management
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