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 *
HOGAN RANDALL J
   2. Issuer Name and Ticker or Trading Symbol
PENTAIR INC [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
(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)   29,602 A (1) 29,602 D  
Common Shares 09/28/2012   A(1)   256,588 A (1) 256,588 I By Trust
Common Shares 09/28/2012   A(1)   97,612 A (1) 97,612 I By GRAT
Common Shares 09/28/2012   A(1)   13,442 A (1) 13,442 (2) I By Spouse Trust
Common Shares - Restricted Stock Units 09/28/2012   A(1)   212,345 A (1) 212,345 D  
Common Shares - Deferral Plan 09/28/2012   A(1)   16,203.423 A (1) 16,203.423 (3) I Plan Agent
Common Shares - ESOP 09/28/2012   A(1)   1,708.6967 A (1) 1,708.6967 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) $ 22.88 09/28/2012   A(1)   295,630   01/02/2005(4) 01/02/2014 Common Shares 295,630 (1) 295,630 D  
Employee Stock Option (right to buy) $ 40.95 09/28/2012   A(1)   275,000   01/06/2006(4) 01/06/2015 Common Shares 275,000 (1) 275,000 D  
Employee Stock Option (right to buy) $ 34.28 09/28/2012   A(1)   200,000   01/03/2007(4) 01/03/2016 Common Shares 200,000 (1) 200,000 D  
Employee Stock Option (right to buy) $ 30.05 09/28/2012   A(1)   319,775   01/03/2008(4) 01/03/2017 Common Shares 319,775 (1) 319,775 D  
Employee Stock Option (right to buy) $ 35.99 09/28/2012   A(1)   58,900   11/05/2007(5) 01/02/2013 Common Shares 58,900 (1) 58,900 D  
Employee Stock Option (right to buy) $ 34.18 09/28/2012   A(1)   333,250   01/02/2009(4) 01/02/2018 Common Shares 333,250 (1) 333,250 D  
Employee Stock Option (right to buy) $ 24.78 09/28/2012   A(1)   309,288   01/02/2010(4) 01/02/2019 Common Shares 309,288 (1) 309,288 D  
Employee Stock Option (right to buy) $ 33.38 09/28/2012   A(1)   362,572   01/04/2011(4) 01/04/2020 Common Shares 362,572 (1) 362,572 D  
Employee Stock Option (right to buy) $ 36.98 09/28/2012   A(1)   171,324   01/03/2012(4) 01/03/2021 Common Shares 171,324 (1) 171,324 D  
Employee Stock Option (right to buy) $ 34.12 09/28/2012   A(1)   193,777   01/03/2013(4) 01/03/2022 Common Shares 193,777 (1) 193,777 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HOGAN RANDALL J
5500 WAYZATA BLVD., SUITE 800
GOLDEN VALLEY, MN 55416		   X     Chairman & Chief Exec. Officer  

Signatures

 /s/ John K. Wilson, Attorney-in-Fact for Randall J. Hogan   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) The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(3) Pentair common shares will be delivered to the reporting person in accordance with their irrevocable deferral election.
(4) One-third of the stock options become exercisable on the first, second, and third anniversary of the grant.
(5) Reload stock option becomes exercisable upon grant and expires on the same date as the original option grant.
 
Remarks:
Issuer Name and Ticker Symbol:
Pentair Ltd. [PNR]

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