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 *
Stauch John L
   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)
Exec. VP & Chief Fin. 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)   26,774 A (1) 26,774 I By Spouse Trust
Common Shares- ESPP 09/28/2012   A(1)   1,201.56 A (1) 1,201.56 D  
Common Shares - Restricted Stock Units 09/28/2012   A(1)   109,863 A (1) 109,863 D  
Common Shares - Deferral Plan 09/28/2012   A(1)   9,144.718 A (1) 9,144.718 (2) I Plan Agent
Common Shares - ESOP 09/28/2012   A(1)   403.1483 A (1) 403.1483 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) $ 33.01 09/28/2012   A(1)   121,000   02/15/2008(3) 02/15/2017 Common Shares 121,000 (1) 121,000 D  
Employee Stock Option (right to buy) $ 31.56 09/28/2012   A(1)   12,500   03/01/2008(3) 03/01/2017 Common Shares 12,500 (1) 12,500 D  
Employee Stock Option (right to buy) $ 34.18 09/28/2012   A(1)   112,500   01/02/2009(3) 01/02/2018 Common Shares 112,500 (1) 112,500 D  
Employee Stock Option (right to buy) $ 24.78 09/28/2012   A(1)   95,000   01/02/2010(3) 01/02/2019 Common Shares 95,000 (1) 95,000 D  
Employee Stock Option (right to buy) $ 33.38 09/28/2012   A(1)   119,220   01/04/2011(3) 01/04/2020 Common Shares 119,220 (1) 119,220 D  
Employee Stock Option (right to buy) $ 36.98 09/28/2012   A(1)   54,890   01/03/2012(3) 01/03/2021 Common Shares 54,890 (1) 54,890 D  
Employee Stock Option (right to buy) $ 34.12 09/28/2012   A(1)   60,953   01/03/2013(3) 01/03/2022 Common Shares 60,953 (1) 60,953 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Stauch John L
5500 WAYZATA BLVD., SUITE 800
GOLDEN VALLEY, MN 55416		       Exec. VP & Chief Fin. Officer  

Signatures

 /s/ John K. Wilson, Attorney-in-Fact for John L. Stauch   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) Pentair common shares will be delivered to the reporting person in accordance with their irrevocable deferral election.
(3) 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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