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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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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1. Name and Address of Reporting Person * BORIN MARK C   2. Issuer Name and Ticker or Trading Symbol PENTAIR INC [PNR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Acctg Officer-Controller (Last) (First) (Middle) 5500 WAYZATA BLVD., SUITE 800 3. Date of Earliest Transaction (Month/Day/Year) 09/28/2012 (Street) GOLDEN VALLEY, MN 55416 4. If Amendment, Date 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 (City) (State) (Zip) 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 09/28/2012   A(1)   5,904 A (1) 5,904 D   Common Shares - Restricted Stock Units 09/28/2012   A(1)   19,580 A (1) 19,580 D   Common Shares - ESOP 09/28/2012   A(1)   233.05 A (1) 233.05 I By ESOP

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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 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)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 33.77

09/28/2012

A(1)

31,600

04/15/2009(2)

04/15/2018

Common Shares

31,600

(1)

31,600

D

Employee Stock Option (right to buy)

$ 24.78

09/28/2012

A(1)

9,000

01/02/2010(2)

01/02/2019

Common Shares

9,000

(1)

27,000

D

Employee Stock Option (right to buy)

$ 33.38

09/28/2012

A(1)

34,321

01/04/2011(2)

01/04/2020

Common Shares

34,321

(1)

34,321

D

Employee Stock Option (right to buy)

$ 36.98

09/28/2012

A(1)

15,802

01/03/2012(2)

01/03/2021

Common Shares

15,802

(1)

15,802

D

Employee Stock Option (right to buy)

$ 34.12

09/28/2012

A(1)

17,831

01/03/2013(2)

01/03/2022

Common Shares

17,831

(1)

17,831

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BORIN MARK C 5500 WAYZATA BLVD., SUITE 800 GOLDEN VALLEY, MN 55416			Chief Acctg Officer-Controller

Signatures

/s/ John K. Wilson, Attorney-in-Fact for Mark C. Borin		10/02/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	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 Ltd. ("the Issuer") were acquired pursuant to the Merger Agreement, dated as of March 27, 2012, as amended, among Pentair, Inc., Tyco International Ltd., the Issuer, Panthro Acquisition Co. and Panthro Merger Sub, Inc. Upon closing of the merger, Pentair, Inc. became a wholly owned subsidiary of the Issuer, and each share of Pentair, Inc. common stock was converted into one Issuer common share. Derivative securities relating to Pentair, Inc. common stock were converted into derivative securities relating to an equal number of Issuer common shares with the same terms and conditions (including vesting schedule and exercise price, if applicable).
(2)	One-third of the stock options become exercisable on the first, second, and third anniversary of the grant.
Remarks: Issuer Name and Ticker Symbol: Pentair Ltd. [PNR]

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