Edgar Filing: Frykman Karl R.

Ownership Submission

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Frykman Karl R.

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

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP & Chief Operating Officer

(Last)

(First)

(Middle)

5500 WAYZATA BLVD., SUITE 600

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2018

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares - Restricted Stock Units	05/02/2018		A⁽¹⁾		8,807	A	$ 0	35,326.07	D
Common Shares - ESOP								1,988.0152 ⁽²⁾	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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 45.42

05/02/2018

A⁽³⁾

36,639

⁽⁴⁾

05/02/2028

Common Shares

36,639

$ 0

36,639

Employee Stock Option (right to buy)

$ 12.75 ⁽⁵⁾

⁽⁶⁾

03/03/2019

Common Shares

15,362 ⁽⁵⁾

Employee Stock Option (right to buy)

$ 22.81 ⁽⁵⁾

⁽⁶⁾

03/02/2020

Common Shares

19,368 ⁽⁵⁾

Employee Stock Option (right to buy)

$ 24.34 ⁽⁵⁾

⁽⁶⁾

03/02/2021

Common Shares

11,727 ⁽⁵⁾

Employee Stock Option (right to buy)

$ 25.74 ⁽⁵⁾

⁽⁶⁾

03/01/2022

Common Shares

11,526 ⁽⁵⁾

Employee Stock Option (right to buy)

$ 33.72 ⁽⁵⁾

⁽⁶⁾

01/02/2023

Common Shares

9,110 ⁽⁵⁾

Employee Stock Option (right to buy)

$ 51.21 ⁽⁵⁾

⁽⁶⁾

01/02/2024

Common Shares

7,967 ⁽⁵⁾

Employee Stock Option (right to buy)

$ 44.43 ⁽⁵⁾

⁽⁶⁾

01/02/2025

Common Shares

13,856 ⁽⁵⁾

Employee Stock Option (right to buy)

$ 32.83 ⁽⁵⁾

⁽⁷⁾

01/04/2026

Common Shares

32,389 ⁽⁵⁾

Employee Stock Option (right to buy)

$ 38.61 ⁽⁵⁾

⁽⁸⁾

01/03/2027

Common Shares

26,223 ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Frykman Karl R. 5500 WAYZATA BLVD., SUITE 600 GOLDEN VALLEY, MN 55416			EVP & Chief Operating Officer

Signatures

/s/ John K. Wilson, Attorney-in-Fact for Karl R. Frykman		05/04/2018
^**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)	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 Pentair plc share upon vesting.
(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)	Employee stock option granted under the Pentair plc 2012 Stock and Incentive Plan.
(4)	One-third of the stock options become exercisable on the first, second and third anniversary of the grant.
(5)	The exercise price and number of stock options were adjusted in connection with the spin-off of nVent Electric plc on April 30, 2018 pursuant to the anti-dilution provisions of the Pentair plc 2012 Stock and Incentive Plan.
(6)	This option is presently exercisable in full.
(7)	Two-thirds of this option is presently exercisable. The remaining one-third becomes exercisable on January 4, 2019.
(8)	One-third of this option is presently exercisable. The remaining two-thirds become exercisable on January 3, 2019 and January 3, 2020.

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