Page 19 of 23 – SEC Filing This Amendment No. 5 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, and as amended by Amendment No. 4 (“Amendment No. 4”) filed on February 22, 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 4 and 5 of the Schedule 13D are hereby amended and supplemented as follows: Item 4. Purpose of Transaction Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information: As a result of the shareholders of the Issuer approving at its 2016 annual general meeting of shareholders on May 10, 2016 the Amendment Resolution to increase the maximum number of directors of the Issuer from eleven to twelve, Ed Garden, Chief Investment Officer and a Founding Partner of Trian Management, was appointed as a director of the Issuer and as a member of the Compensation Committee and the Governance Committee of the Board of Directors of the Issuer immediately following the meeting. Mr. Garden was appointed as director of the Issuer pursuant to the terms of the Letter Agreement. Pursuant to the Letter Agreement, Mr. Garden has been attending and participating in all Board of Directors and Compensation Committee meetings in a non-voting participant capacity since September 2015. 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 9, 2016, the Reporting Persons beneficially owned, in the aggregate, 14,335,888 Shares, representing approximately 7.93% of the Issuer’s outstanding Shares (calculated based on 180,716,339 ordinary shares outstanding as of March 31, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016). (c) There have been no new transactions by the Reporting Persons since the filing of Amendment No. 4. [INTENTIONALLY LEFT BLANK]
This Amendment No. 5 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, and as amended by Amendment No. 4 (“Amendment No. 4”) filed on February 22, 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 4 and 5 of the Schedule 13D are hereby amended and supplemented as follows:
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
As a result of the shareholders of the Issuer approving at its 2016 annual general meeting of shareholders on May 10, 2016 the Amendment Resolution to increase the maximum number of directors of the Issuer from eleven to twelve, Ed Garden, Chief Investment Officer and a Founding Partner of Trian Management, was appointed as a director of the Issuer and as a member of the Compensation Committee and the Governance Committee of the Board of Directors of the Issuer immediately following the meeting. Mr. Garden was appointed as director of the Issuer pursuant to the terms of the Letter Agreement. Pursuant to the Letter Agreement, Mr. Garden has been attending and participating in all Board of Directors and Compensation Committee meetings in a non-voting participant capacity since September 2015.
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 9, 2016, the Reporting Persons beneficially owned, in the aggregate, 14,335,888 Shares, representing approximately 7.93% of the Issuer’s outstanding Shares (calculated based on 180,716,339 ordinary shares outstanding as of March 31, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016).
(c) There have been no new transactions by the Reporting Persons since the filing of Amendment No. 4.
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