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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Nonqualified Stock Option (right to buy) | $ 57.95 | 01/03/2017 | A(8) | 5,265 | 01/03/2018(9) | 01/03/2027 | Common Shares | 5,265 | $ 0 | 5,265 | D | ||||
| Nonqualified Stock Option (right to buy) | $ 32.73 | 01/04/2017 | M(4) | 10,000 | (10) | 02/26/2017 | Common Shares | 10,000 | $ 0 | 0 | D | ||||
| Phantom Stock Units (Deferred Compensation) | (11) | (12) | (12) | Common Shares | 122.563 | 122.563 (6) (7) | I | Plan Agent | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MERRIMAN RONALD 5500 WAYZATA BLVD., SUITE 600 GOLDEN VALLEY, MN 55416 |
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| /s/ John K. Wilson, Attorney-in-Fact for Ronald Merriman | 01/05/2017 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Restricted stock units granted pursuant to and subject to a vesting condition of the Pentair plc 2012 Stock and Incentive Plan. Each restricted stock unit represents a right to receive one share of Pentair plc common shares upon vesting. |
| (2) | End-of-period holdings reflect the vesting of restricted stock units that were previously reported. |
| (3) | Shares surrendered to pay taxes applicable to vesting of restricted stock units. |
| (4) | The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person for financial planning purposes in connection with stock options that will expire on February 26, 2017. |
| (5) | The price in Column 4 is a weighted average price. The prices actually received ranged from $57.75 to $58.00. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price. |
| (6) | End-of-period holdings include shares acquired under a dividend reinvestment plan in exempt transactions not required to be reported pursuant to Section 16(a). |
| (7) | Phantom Stock Units previously held in the reporting person's account under the Equity Compensation Plan were transferred to the reporting person's account under the Deferred Compensation Plan, due to the plan administrator's account recordkeeping, in an exempt transaction not required to be reported pursuant to Section 16(a). |
| (8) | Nonqualified stock option granted under the Pentair plc 2012 Stock and Incentive Plan. |
| (9) | One third of the stock options become exercisable on the first, second and third anniversary of the grant. |
| (10) | The options are vested and exercisable. |
| (11) | Phantom stock units convert into common shares on a one-for-one basis. |
| (12) | Settlement of phantom stock units will be in Pentair plc common shares in accordance with reporting person's irrevocable election. |