 | ATTORNEYS AT LAW
777 EAST WISCONSIN AVENUE MILWAUKEE, WI 53202-5306 414.271.2400 TEL 414.297.4900 FAX WWW.FOLEY.COM
WRITER’S DIRECT LINE 414.297.5642 jkwilson@foley.com |
March 24, 2014
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
| Re: | Pentair plc —Amendment No. 3 to Registration Statement on |
| Form S-4 (Registration No. 333-192961) |
Ladies and Gentlemen:
For the purpose of registering under the Securities Act of 1933, as amended, ordinary shares, nominal value $0.01 per share (the “Shares”), of Pentair plc, an Irish public limited company (the “Company”), we are transmitting for filing Amendment No. 3 to theabove-referenced Registration Statement (the “Registration Statement”), with exhibits, relating to the proposed issuance of the Shares in connection with the merger of Pentair Ltd., a company organized under the laws of Switzerland (“Pentair”), with and into the Company.
The Company is filing Amendment No. 3 for the purpose of (i) incorporating by reference Pentair’s definitive proxy statement for its Annual General Meeting of shareholders and (ii) making general updates.
We are sending to the Staff by overnight courier five courtesy copies of (i) a clean version of Amendment No. 3 to the Registration Statement and (ii) a marked version of Amendment No. 3 to the Registration Statement reflecting all changes made to the Registration Statement.
BOSTON BRUSSELS CHICAGO DETROIT | JACKSONVILLE LOS ANGELES MADISON MIAMI | MILWAUKEE NEW YORK ORLANDO SACRAMENTO | SAN DIEGO SAN FRANCISCO SHANGHAI SILICON VALLEY | TALLAHASSEE TAMPA TOKYO WASHINGTON, D.C. |
<March 24, 2014>
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Should any questions arise in connection with this filing, please contact the undersigned at (414) 297-5642 or Jason M. Hille at (414) 319-7336.
| Very truly yours, |
| /s/ John K. Wilson |
| John K. Wilson |
| Enclosure | ||
| cc: | Angela D. Lageson | |
| Pentair Ltd. | ||
| Benjamin F. Garmer, III | ||
| Jason M. Hille | ||
| Foley & Lardner LLP | ||