A newly amended 13D filing with the US SEC, revealed the appointment of Ed Garden, Chief Investment Officer and a Founding Partner of Trian Management to the board of directors of Pentair Plc (NYSE:PNR), pursuant to the terms of the letter agreement. Nelson Peltz‘s Trian Partners owns 14.34 million ordinary shares of Pentair Plc (NYSE:PNR), which account for 7.93% of the company’s outstanding stock. The number of shares owned by Trian Partners didn’t change, but the percentage of the class did, as the fund previously held 7.95% of the stock.
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Pentair Plc (NYSE:PNR) is a multinational industrial company incorporated in Ireland, with the main focus on developing solutions for water and fluid controls applied in a variety of industries such as food and beverage, energy, infrastructure, and manufacturing. Since the beginning of the year, the company’s stock has gained 17.73%. For the first quarter of 2016, Pentair Plc (NYSE:PNR) reported earnings per share of $0.76 and revenue of $1.6 billion, beating the estimates of $0.71 and $1.56 billion, respectively.
According to our database, the number of investors long the Pentair Plc (NYSE:PNR) dropped by four during the fourth quarter and 19 funds reported holdings as of the end of December, versus 23 funds a quarter earlier. Nelson Peltz’s Trian Partners disclosed the most valuable position worth close to $677.7 million, and Larry Robbins’ Glenview Capital reported the second biggest position, valued at 177.1 million. Remaining investors that were bullish on this stock encompass Ian Simm’s Impax Asset Management, Steve Cohen’s Point72 Asset Management, and D. E. Shaw’s D E Shaw.
Investors who dropped their investment in Pentair Plc (NYSE:PNR) are Matthew Tewksbury’s Stevens Capital Management, which sold a position worth around 4.8 million in stock, and Joel Greenblatt’s Gotham Asset Management, which dumped about $4.5 million worth.
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Nelson Peltz | 0 | 14,335,888 | 0 | 14,335,888 | 14,335,888 | 7.93% |
| Peter W. May | 0 | 14,335,888 | 0 | 14,335,888 | 14,335,888 | 7.93% |
| Edward P. Garden | 0 | 14,335,888 | 0 | 14,335,888 | 14,335,888 | 7.93% |
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Page 1 of 23 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
PENTAIR PLC
(Name of Issuer)
Ordinary Shares, nominal value $0.01 per share
(Title of Class of Securities)
G7S00T 104
(CUSIP Number)
| Brian L. Schorr, Esq. Trian Fund Management, L.P. 280 Park Avenue, 41 st Floor New York, New York 10017 Tel. No.: (212) 451-3000 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 10, 2016
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The Information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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Page 2 of 23 – SEC Filing
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nelson Peltz | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 14,335,888 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 14,335,888 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,335,888 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.93%* | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
_______
*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 (the “Form 10-Q”).
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Page 3 of 23 – SEC Filing
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peter W. May | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 14,335,888 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 14,335,888 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,335,888 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.93%* | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
_______
* Calculated based on 180,716,339 ordinary shares outstanding as of March 31, 2016, as reported in the Issuer’s Form 10-Q.
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Page 4 of 23 – SEC Filing
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Edward P. Garden | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 14,335,888 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 14,335,888 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,335,888 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.93%* | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
_______
* Calculated based on 180,716,339 ordinary shares outstanding as of March 31, 2016, as reported in the Issuer’s Form 10-Q.
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Page 5 of 23 – SEC Filing
| 1 | NAME OF REPORTING PERSON Trian Fund Management, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3454182 | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 14,335,888 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 14,335,888 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,335,888 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.93%* | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
_______
* Calculated based on 180,716,339 ordinary shares outstanding as of March 31, 2016, as reported in the Issuer’s Form 10-Q.
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Page 6 of 23 – SEC Filing
| 1 | NAME OF REPORTING PERSON Trian Fund Management GP, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3454087 | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 14,335,888 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 14,335,888 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,335,888 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.93%* | |||
| 14 | TYPE OF REPORTING PERSON OO | |||
_______
* Calculated based on 180,716,339 ordinary shares outstanding as of March 31, 2016, as reported in the Issuer’s Form 10-Q.
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Page 7 of 23 – SEC Filing
| 1 | NAME OF REPORTING PERSON Trian Partners Master Fund (ERISA), L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 98-0682467 | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 182,740 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 182,740 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 182,740 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.10%* | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
_______
* Calculated based on 180,716,339 ordinary shares outstanding as of March 31, 2016, as reported in the Issuer’s Form 10-Q.
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Page 8 of 23 – SEC Filing
| 1 | NAME OF REPORTING PERSON Trian Partners, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3453988 | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 2,670,342 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 2,670,342 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,670,342 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.48%* | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
_______
* Calculated based on 180,716,339 ordinary shares outstanding as of March 31, 2016, as reported in the Issuer’s Form 10-Q.
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Page 9 of 23 – SEC Filing
| 1 | NAME OF REPORTING PERSON Trian Partners Master Fund, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 98-0468601 | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 5,959,332 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 5,959,332 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,959,332 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.30%* | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
_______
* Calculated based on 180,716,339 ordinary shares outstanding as of March 31, 2016, as reported in the Issuer’s Form 10-Q.
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Page 10 of 23 – SEC Filing
| 1 | NAME OF REPORTING PERSON Trian Partners Parallel Fund I, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3694154 | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 261,894 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 261,894 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 261,894 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.14%* | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
_______
* Calculated based on 180,716,339 ordinary shares outstanding as of March 31, 2016, as reported in the Issuer’s Form 10-Q.
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Page 11 of 23 – SEC Filing
| 1 | NAME OF REPORTING PERSON Trian Partners Strategic Investment Fund-A, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 27-4180625 | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 2,008,726 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 2,008,726 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,008,726 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.11%* | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
_______
* Calculated based on 180,716,339 ordinary shares outstanding as of March 31, 2016, as reported in the Issuer’s Form 10-Q
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Page 12 of 23 – SEC Filing
| 1 | NAME OF REPORTING PERSON Trian Partners Strategic Investment Fund-N, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 80-0958490 | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 569,800 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 569,800 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 569,800 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.32%* | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
_______
* Calculated based on 180,716,339 ordinary shares outstanding as of March 31, 2016, as reported in the Issuer’s Form 10-Q.
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Page 13 of 23 – SEC Filing
| 1 | NAME OF REPORTING PERSON Trian Partners Strategic Investment Fund II, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 45-4929803 | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 902,609 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 902,609 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 902,609 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.50%* | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
_______
* Calculated based on 180,716,339 ordinary shares outstanding as of March 31, 2016, as reported in the Issuer’s Form 10-Q.
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Page 14 of 23 – SEC Filing
| 1 | NAME OF REPORTING PERSON Trian Partners Strategic Investment Fund-D, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 98-1108184 | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 446,245 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 446,245 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 446,245 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.25%* | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
_______
* Calculated based on 180,716,339 ordinary shares outstanding as of March 31, 2016, as reported in the Issuer’s Form 10-Q.
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Page 15 of 23 – SEC Filing
| 1 | NAME OF REPORTING PERSON Trian Partners Fund (Sub)-G, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 90-1035117 | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 106,099 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 106,099 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 106,099 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.06%* | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
_____________
* Calculated based on 180,716,339 ordinary shares outstanding as of March 31, 2016, as reported in the Issuer’s Form 10-Q.
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Page 16 of 23 – SEC Filing
| 1 | NAME OF REPORTING PERSON Trian Partners Strategic Fund-G II, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 46-5509975 | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 361,725 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 361,725 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 361,725 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.20%* | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
_______
* Calculated based on 180,716,339 ordinary shares outstanding as of March 31, 2016, as reported in the Issuer’s Form 10-Q.
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Page 17 of 23 – SEC Filing
| 1 | NAME OF REPORTING PERSON Trian Partners Strategic Fund-G III, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 47-2121971 | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 212,365 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 212,365 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 212,365 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.12%* | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
_______
* Calculated based on 180,716,339 ordinary shares outstanding as of March 31, 2016, as reported in the Issuer’s Form 10-Q.
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Page 18 of 23 – SEC Filing
| 1 | NAME OF REPORTING PERSON Trian Partners Strategic Fund-K, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 47-5116069 | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 654,011 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 654,011 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 654,011 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.36%* | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
_______
* Calculated based on 180,716,339 ordinary shares outstanding as of March 31, 2016, as reported in the Issuer’s Form 10-Q.
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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]
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Page 20 of 23 – SEC Filing
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: May 10, 2016
| TRIAN FUND MANAGEMENT, L.P. | |||
| By: | Trian Fund Management GP, LLC, its general partner | ||
| By: | /s/ EDWARD P. GARDEN | ||
| Name: | Edward P. Garden | ||
| Title: | Member | ||
| TRIAN FUND MANAGEMENT GP, LLC | |||
| By: | /s/ EDWARD P. GARDEN | ||
| Name: | Edward P. Garden | ||
| Title: | Member | ||
| TRIAN PARTNERS, L.P. | |||
| By: | Trian Partners GP, L.P., its general partner | ||
| By: | Trian Partners General Partner, LLC, its general partner | ||
| By: | /s/ EDWARD P. GARDEN | ||
| Name: | Edward P. Garden | ||
| Title: | Member | ||
| TRIAN PARTNERS MASTER FUND (ERISA) L.P. | |||
| By: | Trian Partners (ERISA) GP, L.P., its general partner | ||
| By: | Trian Partners (ERISA) General Partner, LLC, its general partner | ||
| By: | /s/ EDWARD P. GARDEN | ||
| Name: | Edward P. Garden | ||
| Title: | Member | ||
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Page 21 of 23 – SEC Filing
| TRIAN PARTNERS MASTER FUND, L.P. | ||||
| By: | Trian Partners GP, L.P., its general partner | |||
| By: | Trian Partners General Partner, LLC, its general partner | |||
| By: | /s/ EDWARD P. GARDEN | |||
| Name: | Edward P. Garden | |||
| Title: | Member | |||
| TRIAN PARTNERS PARALLEL FUND I, L.P. | ||||
| By: | Trian Partners Parallel Fund I General Partner, LLC, its general partner | |||
| By: | /s/ EDWARD P. GARDEN | |||
| Name: | Edward P. Garden | |||
| Title: | Member | |||
| TRIAN PARTNERS STRATEGIC INVESTMENT FUND-A, L.P. | ||||
| By: | Trian Partners Strategic Investment Fund-A GP, L.P., its general partner | |||
| By: | Trian Partners Strategic Investment Fund-A General Partner, LLC, its general partner | |||
| By: | /s/ EDWARD P. GARDEN | |||
| Name: | Edward P. Garden | |||
| Title: | Member | |||
| TRIAN PARTNERS STRATEGIC INVESTMENT FUND-N, L.P. | ||||
| By: | Trian Partners Strategic Investment Fund-N GP, L.P., its general partner | |||
| By: | Trian Partners Strategic Investment Fund-N General Partner, LLC., its general partner | |||
| By: | /s/ EDWARD P. GARDEN | |||
| Name: | Edward P. Garden | |||
| Title: | Member | |||
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Page 22 of 23 – SEC Filing
| TRIAN PARTNERS STRATEGIC INVESTMENT FUND II, L.P. | |||
| By: | Trian Partners Strategic Investment Fund II GP, L.P., its general partner | ||
| By: | Trian Partners Strategic Investment Fund-II General Partner, LLC., its general partner | ||
| By: | /s/ EDWARD P. GARDEN | ||
| Name: | Edward P. Garden | ||
| Title: | Member | ||
| TRIAN PARTNERS STRATEGIC INVESTMENT FUND-D, L.P. | |||
| By: | Trian Partners Strategic Investment Fund-D GP, L.P., its general partner | ||
| By: | Trian Partners Strategic Investment Fund-D General Partner, LLC, its general partner | ||
| By: | /s/ EDWARD P. GARDEN | ||
| Name: | Edward P. Garden | ||
| Title: | Member | ||
| TRIAN PARTNERS FUND (SUB)-G, L.P. | |||
| By: | Trian Partners Investment Fund-G GP, L.P., its general partner | ||
| By: | Trian Partners Investment Fund-G General Partner, LLC, its general partner | ||
| By: | /s/ EDWARD P. GARDEN | ||
| Name: | Edward P. Garden | ||
| Title: | Member | ||
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Page 23 of 23 – SEC Filing
| TRIAN PARTNERS STRATEGIC FUND-G II, L.P. | |||
| By: | Trian Partners Strategic Fund-G II GP, L.P., its general partner | ||
| By: | Trian Partners Strategic Fund-G II General Partner, LLC, its general partner | ||
| By: | /s/ EDWARD P. GARDEN | ||
| Name: | Edward P. Garden | ||
| Title: | Member | ||
| TRIAN PARTNERS STRATEGIC FUND-G III, L.P. | |||
| By: | Trian Partners Strategic Fund-G III GP, L.P., its general partner | ||
| By: | Trian Partners Strategic Fund-G III General Partner, LLC, its general partner | ||
| By: | /s/ EDWARD P. GARDEN | ||
| Name | Edward P. Garden | ||
| Title | Member | ||
| TRIAN PARTNERS STRATEGIC FUND-K, L.P. | |||
| By: | Trian Partners Strategic Fund-K GP, L.P., its general partner | ||
| By: | Trian Partners Strategic Fund-K General Partner, LLC, its general partner | ||
| By: | /s/ EDWARD P. GARDEN | ||
| Name | Edward P. Garden | ||
| Title | Member | ||
| /s/NELSON PELTZ Nelson Peltz | |||
| /s/PETER W. MAY Peter W. May | |||
| /s/EDWARD P. GARDEN Edward P. Garden | |||
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