Hogan Randall J Form 4 PENTAIR / RANDALL J HOGAN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HOGAN RANDALL J

(Last) (First) (Middle)

5500 WAYZATA BLVD., SUITE 600

(Street)

GOLDEN VALLEY MN 55416

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PENTAIR plc [ PNR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman & Chief Exec. Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/06/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	04/05/2016		G	V	122,335	D	$0	2,622	D
Common Shares	04/05/2016		G	V	122,335	A	$0	360,776	I	By Trust
Common Shares	06/06/2016		M(1)		105,483	A	$30.05	108,105	D
Common Shares	06/06/2016		S(1)		105,483	D	$60.4236(2)	2,622	D
Common Shares	06/07/2016		M(1)		105,483	A	$30.05	108,105	D
Common Shares	06/07/2016		S(1)		105,483	D	$61	2,622	D
Common Shares - Deferral Plan								58,581.345(4)(3)	I	Plan Agent
Common Shares - ESOP								2,090.097(4)	I	By ESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$30.05	06/06/2016		M(1)			105,483	01/03/2008(5)	01/03/2017	Common Shares	105,483	$0	210,965	D
Employee Stock Option (right to buy)	$30.05	06/07/2016		M(1)			105,483	01/03/2008(5)	01/03/2017	Common Shares	105,483	$0	105,482	D

Explanation of Responses:

1. 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 January 3, 2017.

2. The price in Column 4 is a weighted average price. The prices actually received ranged from $59.91 to $60.80. 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.

3. Pentair plc shares will be delivered to the reporting person in accordance with their irrevocable deferral election.

4. End-of-period holdings include shares acquired under a dividend reinvestment plan in an exempt transaction not required to be reported pursuant to Section 16(a).

5. One-third of the stock options became exercisable on the first, second and third anniversary of the grant.

	/s/ John K. Wilson, Attorney-in-Fact for Randall J. Hogan	06/08/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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