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Filing Details

Accession Number:: 0001209191-17-061892
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-11-20 20:01:30
Reporting Period:: 2017-11-16

Accepted Time:: 2017-11-20 20:01:30
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
77360	Pentair Plc	PNR	Special Industry Machinery (No Metalworking Machinery) (3550)	981050812

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1257864	P Edward Garden	280 Park Avenue, 41St Floor New York NY 10017		Yes	No	No	No
1345471	Trian Fund Management, L.p.	280 Park Avenue, 41St Floor New York NY 10017		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common (Ordinary) Shares	Disposition	2017-11-16	921	$67.59	15,198,888	No	4	S	Indirect	Please see explanation below
Common (Ordinary) Shares	Disposition	2017-11-16	182,740	$67.60	15,016,148	No	4	S	Indirect	Please see explanation below
Common (Ordinary) Shares	Acquisiton	2017-11-17	328,567	$68.33	15,344,715	No	4	P	Indirect	Please see explanation below
Common (Ordinary) Shares	Acquisiton	2017-11-17	14,433	$68.72	15,359,148	No	4	P	Indirect	Please see explanation below
Common (Ordinary) Shares	Acquisiton	2017-11-20	41,571	$68.94	15,400,719	No	4	P	Indirect	Please see explanation below

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	Please see explanation below
No	4	S	Indirect	Please see explanation below
No	4	P	Indirect	Please see explanation below
No	4	P	Indirect	Please see explanation below
No	4	P	Indirect	Please see explanation below

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common (Ordinary) Shares	Put-Call Option (right and obligation to buy)	Acquisiton	2017-11-20	204,958	$0.00	204,958	$68.98

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
204,958		2018-11-20	No	4	J	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common (Ordinary) Shares - Restricted Stock Units	1,122	Direct

Footnotes

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.