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 *
Ho David H Y
   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
_____ Officer (give title below) _____ Other (specify below)
(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)   2,936 A (1) 2,936 (2) D  
Common Shares 09/28/2012   F(3)   881 D $ 44.51 2,055 D  
Common Shares - Deferral Plan 09/28/2012   A(1)   1,338.284 A (1) 1,338.284 (4) I Plan Agent

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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
Phantom Stock Units (Deferred Compensation) (5) 09/28/2012   A(1)   14,350.546     (6)   (6) Common Shares 14,350.546 (1) 14,350.546 I Plan Agent
Nonqualified Stock Option (right to buy) $ 33.38 09/28/2012   A(1)   10,000     (7) 05/03/2017 Common Shares 10,000 (1) 10,000 D  
Nonqualified Stock Option (right to buy) $ 34.18 09/28/2012   A(1)   10,000     (7) 01/02/2018 Common Shares 10,000 (1) 10,000 D  
Nonqualified Stock Option (right to buy) $ 24.78 09/28/2012   A(1)   17,200     (7) 01/02/2019 Common Shares 17,200 (1) 17,200 D  
Nonqualified Stock Option (right to buy) $ 33.38 09/28/2012   A(1)   6,140     (7) 01/04/2020 Common Shares 6,140 (1) 6,140 D  
Nonqualified Stock Option (right to buy) $ 36.98 09/28/2012   A(1)   4,242     (7) 01/03/2021 Common Shares 4,242 (1) 4,242 D  
Nonqualified Stock Option (right to buy) $ 34.12 09/28/2012   A(1)   6,332   09/28/2012(7) 01/03/2022 Common Shares 6,332 (1) 6,332 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Ho David H Y
5500 WAYZATA BLVD., SUITE 800
GOLDEN VALLEY, MN 55416		   X      

Signatures

 /s/ John K. Wilson, Attorney-in-Fact for David H. Y. Ho   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) Includes 2,936 shares issued in settlement of restricted stock units that vested in connection with the closing of the merger.
(3) Shares surrendered to pay taxes applicable to vesting of restricted stock.
(4) Pentair common shares will be delivered to the reporting person in accordance with their irrevocable deferral election.
(5) Phantom stock units convert into common shares on a one-for-one basis.
(6) Settlement of phantom stock units will be in Pentair common shares in accordance with reporting person's irrevocable election.
(7) All options are vested and exercisable.
 
Remarks:
Issuer Name and Ticker Symbol:
Pentair Ltd. [PNR]

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