SEC Form 4 · accession 0001209191-17-033317
PENTAIR plc · PNR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 15, 2017
Accepted (ET)
May 17, 2017 · 5:53 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) SharesF1,F2,F3 | May 15, 2017 | P | 290,000 | $65.3147 | A | 14,625,888 | I | Please see explanation below |
| Common (Ordinary) SharesF4,F2,F3 | May 16, 2017 | P | 175,000 | $65.4105 | A | 14,800,888 | I | Please see explanation below |
| Common (Ordinary) SharesF5,F2,F3 | May 17, 2017 | P | 64,100 | $65.1087 | A | 14,864,988 | I | Please see explanation below |
| Common (Ordinary) SharesF6,F2,F3 | May 17, 2017 | P | 102,036 | $64.72 | A | 14,967,024 | I | Please see explanation below |
| Common (Ordinary) SharesF7,F2,F3 | May 17, 2017 | P | 231,864 | $65.31 | A | 15,198,888 | I | Please see explanation below |
| Common (Ordinary) SharesF8 | May 16, 2017 | F | 231 | $65.50 | D | 921 | D | |
| Common (Ordinary) Shares - Restricted Stock UnitsF8 | holding | — | — | — | 1,122 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $65.18 to $65.55. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.
- 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., Trian Partners Strategic Fund-K, L.P. and Trian Partners Strategic Fund-C, Ltd. (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.
- F4The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $65.085 to $65.425. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.
- F5The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $64.51 to $65.42. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.
- F6The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $64.48 - $64.99. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.
- F7The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $65.00 - $65.57. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.
- F8End-of-period holdings reflect the vesting of certain restricted stock units that were previously reported.