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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 | ||||||||
| Phantom Stock Units (Deferred Compensation) | (5) | 09/28/2012 | D(1) | 10,107.58 | (6) | (6) | Common Stock | 10,107.58 (2) | (1) | 0 | I | Plan Agent | |||
| Phantom Stock Units (Equity Compensation) | (5) | 09/28/2012 | D(1) | 7,274.871 | (6) | (6) | Common Stock | 7,274.871 (2) | (1) | 0 | I | Plan Agent | |||
| Nonqualified Stock Option (right to buy) | $ 26.45 | 09/28/2012 | D(1) | 10,000 | 02/25/2005(7) | 02/25/2014 | Common Stock | 10,000 | (1) | 0 | D | ||||
| Nonqualified Stock Option (right to buy) | $ 40.42 | 09/28/2012 | D(1) | 10,000 | 02/23/2006(7) | 02/23/2015 | Common Stock | 10,000 | (1) | 0 | D | ||||
| Nonqualified Stock Option (right to buy) | $ 38.88 | 09/28/2012 | D(1) | 10,000 | 02/21/2007(7) | 02/21/2016 | Common Stock | 10,000 | (1) | 0 | D | ||||
| Nonqualified Stock Option (right to buy) | $ 32.73 | 09/28/2012 | D(1) | 10,000 | 02/26/2008(7) | 02/26/2017 | Common Stock | 10,000 | (1) | 0 | D | ||||
| Nonqualified Stock Option (right to buy) | $ 34.18 | 09/28/2012 | D(1) | 10,000 | 01/02/2009(7) | 01/02/2018 | Common Stock | 10,000 | (1) | 0 | D | ||||
| Nonqualified Stock Option (right to buy) | $ 24.78 | 09/28/2012 | D(1) | 17,200 | 01/02/2010(7) | 01/02/2019 | Common Stock | 17,200 | (1) | 0 | D | ||||
| Nonqualified Stock Option (right to buy) | $ 33.38 | 09/28/2012 | D(1) | 6,140 | 01/04/2011(7) | 01/04/2020 | Common Stock | 6,140 | (1) | 0 | D | ||||
| Nonqualified Stock Option (right to buy) | $ 36.98 | 09/28/2012 | D(1) | 4,242 | 01/03/2012(7) | 01/03/2021 | Common Stock | 4,242 | (1) | 0 | D | ||||
| Nonqualified Stock Option (right to buy) | $ 34.12 | 09/28/2012 | D(1) | 6,332 | 01/03/2013(7) | 01/03/2022 | Common Stock | 6,332 | (1) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MONAHAN WILLIAM T 5500 WAYZATA BLVD., SUITE 800 GOLDEN VALLEY, MN 55416 |
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| /s/ John K. Wilson, Attorney-in-Fact for William T. Monahan | 10/02/2012 | |
| **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) | Common stock and derivative securities of Pentair, Inc. ("the Issuer") were disposed pursuant to the Merger Agreement, dated as of March 27, 2012, as amended, among the Issuer, Tyco International Ltd., Pentair Ltd. (formerly known as Tyco Flow Control International Ltd.), Panthro Acquisition Co. and Panthro Merger Sub, Inc. Upon closing of the merger, the Issuer became a wholly owned subsidiary of Pentair Ltd., and each share of Issuer common stock was converted into one Pentair Ltd. common share. Derivative securities relating to Issuer common stock were converted into derivative securities relating to an equal number of Pentair Ltd. common shares with the same terms and conditions (including vesting schedule and exercise price, if applicable). |
| (2) | 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). |
| (3) | Fractional shares were sold upon termination of the dividend reinvestment plan. |
| (4) | Shares of Pentair, Inc. common stock will be delivered to the reporting person in accordance with their irrevocable deferral election. |
| (5) | Phantom stock units convert into common stock on a one-for-one basis. |
| (6) | Settlement of phantom stock units will be in Pentair common stock in accordance with reporting person's irrevocable election. |
| (7) | One-third of the stock options become exercisable on the first, second, and third anniversary of the grant. |