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 *
JONES DAVID A /WI
   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 Stock 09/28/2012   D(1)   5,800 D (1) 0 D  
Common Stock - Restricted Stock Units 09/28/2012   D(1)   2,936 D (1) 0 D  
Common Stock - Deferral Plan 09/28/2012   D(1)   1,338.284 (3) (2) D (1) 0 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) (4) 09/28/2012   D(1)     29,831.136   (5)   (5) Common Stock 29,831.136 (1) 0 I Plan Agent
Nonqualified Stock Option (right to buy) $ 20.21 09/28/2012   D(1)     10,000 09/11/2004(6) 09/11/2013 Common Stock 10,000 (1) 0 D  
Nonqualified Stock Option (right to buy) $ 26.45 09/28/2012   D(1)     10,000 02/25/2005(6) 02/25/2014 Common Stock 10,000 (1) 0 D  
Nonqualified Stock Option (right to buy) $ 40.42 09/28/2012   D(1)     10,000 02/23/2006(6) 02/23/2015 Common Stock 10,000 (1) 0 D  
Nonqualified Stock Option (right to buy) $ 38.88 09/28/2012   D(1)     10,000 02/21/2007(6) 02/21/2016 Common Stock 10,000 (1) 0 D  
Nonqualified Stock Option (right to buy) $ 32.73 09/28/2012   D(1)     10,000 02/26/2008(6) 02/26/2017 Common Stock 10,000 (1) 0 D  
Nonqualified Stock Option (right to buy) $ 34.18 09/28/2012   D(1)     10,000 01/02/2009(6) 01/02/2018 Common Stock 10,000 (1) 0 D  
Nonqualified Stock Option (right to buy) $ 24.78 09/28/2012   D(1)     17,200 01/02/2010(6) 01/02/2019 Common Stock 17,200 (1) 0 D  
Nonqualified Stock Option (right to buy) $ 33.38 09/28/2012   D(1)     6,140 01/04/2011(6) 01/04/2020 Common Stock 6,140 (1) 0 D  
Nonqualified Stock Option (right to buy) $ 36.98 09/28/2012   D(1)     4,242 01/03/2012(6) 01/03/2021 Common Stock 4,242 (1) 0 D  
Nonqualified Stock Option (right to buy) $ 34.12 09/28/2012   D(1)     6,332 01/03/2013(6) 01/03/2022 Common Stock 6,332 (1) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
JONES DAVID A /WI
5500 WAYZATA BLVD., SUITE 800
GOLDEN VALLEY, MN 55416		   X      

Signatures

 /s/ John K. Wilson, Attorney-in-Fact for David A. Jones   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, Inc. ("the Issuer") were disposed pursuant to the Merger Agreement, dated as of March 27, 2012, as amended, among the Issuer, Tyco International Ltd., Pentair Ltd. (formerly known as Tyco Flow Control International Ltd.), Panthro Acquisition Co. and Panthro Merger Sub, Inc. Upon closing of the merger, the Issuer became a wholly owned subsidiary of Pentair Ltd., and each share of Issuer common stock was converted into one Pentair Ltd. common share. Derivative securities relating to Issuer common stock were converted into derivative securities relating to an equal number of Pentair Ltd. common shares with the same terms and conditions (including vesting schedule and exercise price, if applicable).
(2) Shares of Pentair, Inc. common stock will be delivered to the reporting person in accordance with their irrevocable deferral election.
(3) End-of-period holdings include shares acquired under a dividend reinvestment plan in exempt transactions not required to be reported pursuant to Section 16(a).
(4) Phantom stock units convert into common stock on a one-for-one basis.
(5) Settlement of phantom stock units will be in Pentair common stock in accordance with reporting person's irrevocable election.
(6) One-third of the stock options become exercisable on the first, second, and third anniversary of the grant.

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