SEC Form 4 · accession 0001209191-16-121403
PENTAIR plc · PNR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 16, 2016
Accepted (ET)
May 18, 2016 · 6:11 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000077360
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common (Ordinary) Shares - Restricted Stock Units | May 16, 2016 | A | 1,152 | $0.00 | A | 1,152 | D | |
| Common (Ordinary) SharesF2,F3 | holding | — | — | — | 14,335,888 | I | Please see explanation below |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Nonqualified stock option (right to buy)F5 | $58.57 | May 16, 2016 | A | 5,898 | A | May 16, 2017 | May 16, 2026 | Common Shares | 5,898 | 5,898 | D |
Explanation of responses
- F1Restricted 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 share of Pentair plc common shares upon vesting.
- F2Trian Fund Management, L.P ("Trian Management") serves as the management company for Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Master Fund (ERISA), L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Strategic Investment Fund II, L.P., Trian Partners Strategic Investment Fund-A, L.P., Trian Partners Strategic Investment Fund-N, L.P., Trian Partners Strategic Investment Fund-D, L.P., Trian Partners Fund (Sub)-G, L.P., Trian Partners Strategic Fund-G II, L.P., Trian Partners Strategic Fund-G III, L.P. and Trian Partners Strategic Fund-K, L.P. (collectively, the "Trian Entities")
- F3(FN 2, contd.) and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the Issuer held by them. Mr. Garden is a member of Trian Fund Management GP, LLC, which is the general partner of Trian Management, and therefore is in a position to determine the investment and voting decisions made by Trian Management on behalf of the Trian Entities. Accordingly, Mr. Garden and Trian Management may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by the Trian Entities. The Reporting Persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Mr. Garden is a director of the Issuer.
- F4Nonqualified stock option granted under the Pentair plc 2012 Stock and Incentive Plan.
- F5One-third of the stock options become exercisable on the first, second, and third anniversary of the grant.