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 * BURRIS JERRY W   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 - Deferral Plan 09/28/2012   A(1)   1,338.284 A (1) 1,338.284 (3) 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		A(1)		7,150.332		(5)	(5)	Common Shares	7,150.332	(1)	7,150.332	I	Plan Agent
Nonqualified Stock Option (right to buy)	$ 34.58	09/28/2012		A(1)		10,000		(6)	10/23/2017	Common Shares	10,000	(1)	10,000	D
Nonqualified Stock Option (right to buy)	$ 34.18	09/28/2012		A(1)		10,000		(6)	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		(6)	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		(6)	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		(6)	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(6)	01/03/2022	Common Shares	6,332	(1)	6,332	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BURRIS JERRY W 5500 WAYZATA BLVD., SUITE 800 GOLDEN VALLEY, MN 55416	X

Signatures

/s/ John K. Wilson, Attorney-in-Fact for Jerry W. Burris		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)	Pentair common shares will be delivered to the reporting person in accordance with their irrevocable deferral election.
(4)	Phantom stock units convert into common shares on a one-for-one basis.
(5)	Settlement of phantom stock units will be in Pentair common shares in accordance with reporting person's irrevocable election.
(6)	All options are vested and exercisable.
Remarks: Issuer Name and Ticker Symbol: Pentair Ltd. [PNR]

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