UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 

SCHEDULE 13D
Under the Securities Exchange Act of 1934
 
(Amendment No. 2)*
 

PENTAIR PLC
(Name of Issuer)


Ordinary Shares, nominal value $0.01 per share
(Title of Class of Securities)


G7S00T 104
(CUSIP Number)

Brian L. Schorr, Esq.
Trian Fund Management, L.P.
280 Park Avenue, 41st Floor
New York, New York 10017
Tel. No.: (212) 451-3000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
July 22, 2015
(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The Information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 

 
 
 
1
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nelson Peltz
 
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [_]
(b)  [_]
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS
AF
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
[_]
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7
 
SOLE VOTING POWER
0
 
 
 
8
 
SHARED VOTING POWER
13,005,377
 
 
 
9
 
SOLE DISPOSITIVE POWER
0
 
 
 
10
 
SHARED DISPOSITIVE POWER
13,005,377
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
13,005,377
 
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[  ]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.22%*
 
 
 
14
 
TYPE OF REPORTING PERSON
IN
 
_______
*Calculated based on 180,055,920 ordinary shares outstanding as of June 27, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 27, 2015 (the “Form 10-Q”).
 
 

 
 
1
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter W. May
 
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [_]
(b)  [_]
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS
AF
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
[_]
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7
 
SOLE VOTING POWER
0
 
 
 
8
 
SHARED VOTING POWER
13,005,377
 
 
 
9
 
SOLE DISPOSITIVE POWER
0
 
 
10
 
SHARED DISPOSITIVE POWER
13,005,377
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,005,377
 
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[  ]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.22%*
 
 
 
14
 
TYPE OF REPORTING PERSON
IN
 
_______
* Calculated based on 180,055,920 ordinary shares outstanding as of June 27, 2015, as reported in the Issuer’s Form 10-Q.
 
 

 
 
 
1
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward P. Garden
 
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [_]
(b)  [_]
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS
AF
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
[_]
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7
 
SOLE VOTING POWER
0
 
 
 
8
 
SHARED VOTING POWER
13,005,377
 
 
 
9
 
SOLE DISPOSITIVE POWER
0
 
 
 
10
 
SHARED DISPOSITIVE POWER
13,005,377
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,005,377
 
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[  ]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.22%*
 
 
 
14
 
TYPE OF REPORTING PERSON
IN
 
_______
* Calculated based on 180,055,920 ordinary shares outstanding as of June 27, 2015, as reported in the Issuer’s Form 10-Q.
 
 

 
 
 
1
 
NAME OF REPORTING PERSON
Trian Fund Management, L.P.
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
20-3454182
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS
AF
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
[_]
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7
 
SOLE VOTING POWER
0
 
 
 
8
 
SHARED VOTING POWER
13,005,377
 
 
 
9
 
SOLE DISPOSITIVE POWER
0
 
 
 
10
 
SHARED DISPOSITIVE POWER
13,005,377
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,005,377
 
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[  ]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.22%*
 
 
14
 
TYPE OF REPORTING PERSON
PN
 
_______
* Calculated based on 180,055,920 ordinary shares outstanding as of June 27, 2015, as reported in the Issuer’s Form 10-Q.
 
 

 

 
1
 
NAME OF REPORTING PERSON
Trian Fund Management GP, LLC
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
20-3454087
 
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [_]
(b)  [_]
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS
AF
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
[_]
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7
 
SOLE VOTING POWER
0
 
 
8
 
SHARED VOTING POWER
13,005,377
 
 
 
9
 
SOLE DISPOSITIVE POWER
0
 
 
10
 
SHARED DISPOSITIVE POWER
13,005,377
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,005,377
 
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[  ]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.22%*
 
 
14
 
TYPE OF REPORTING PERSON
OO
 
_______
* Calculated based on 180,055,920 ordinary shares outstanding as of June 27, 2015, as reported in the Issuer’s Form 10-Q.
 
 

 

 
1
 
NAME OF REPORTING PERSON
Trian Partners Master Fund (ERISA), L.P.
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
98-0682467
 
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [_]
(b)  [_]
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS
WC
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
[_]
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7
 
SOLE VOTING POWER
0
 
 
 
8
 
SHARED VOTING POWER
182,740
 
 
 
9
 
SOLE DISPOSITIVE POWER
0
 
 
 
10
 
SHARED DISPOSITIVE POWER
182,740
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
182,740
 
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[X]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.10%*
 
 
14
 
TYPE OF REPORTING PERSON
PN
 
_______
* Calculated based on 180,055,920 ordinary shares outstanding as of June 27, 2015, as reported in the Issuer’s Form 10-Q.
 
 

 
 
1
 
NAME OF REPORTING PERSON
Trian Partners, L.P.
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
20-3453988
 
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [_]
(b)  [_]
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS
WC
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
[_]
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7
 
SOLE VOTING POWER
0
 
 
8
 
SHARED VOTING POWER
2,670,342
 
 
 
9
 
SOLE DISPOSITIVE POWER
0
 
 
10
 
SHARED DISPOSITIVE POWER
2,670,342
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,670,342
 
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[X]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.48%*
 
 
14
 
TYPE OF REPORTING PERSON
PN
 
_______
* Calculated based on 180,055,920 ordinary shares outstanding as of June 27, 2015, as reported in the Issuer’s Form 10-Q.
 
 

 
 
 
1
 
NAME OF REPORTING PERSON
Trian Partners Master Fund, L.P.
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
98-0468601
 
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [_]
(b)  [_]
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS
WC
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
[_]
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7
 
SOLE VOTING POWER
0
 
 
 
8
 
SHARED VOTING POWER
5,959,332
 
 
 
9
 
SOLE DISPOSITIVE POWER
0
 
 
10
 
SHARED DISPOSITIVE POWER
5,959,332
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,959,332
 
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[X]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.31%*
 
 
14
 
TYPE OF REPORTING PERSON
PN
 
_______
* Calculated based on 180,055,920 ordinary shares outstanding as of June 27, 2015, as reported in the Issuer’s Form 10-Q.
 
 

 

 
1
 
NAME OF REPORTING PERSON
Trian Partners Parallel Fund I, L.P.
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
20-3694154
 
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [_]
(b)  [_]
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS
WC
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
[_]
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7
 
SOLE VOTING POWER
0
 
 
 
8
 
SHARED VOTING POWER
261,894
 
 
 
9
 
SOLE DISPOSITIVE POWER
0
 
 
 
10
 
SHARED DISPOSITIVE POWER
261,894
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
261,894
 
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[X]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.15%*
 
 
14
 
TYPE OF REPORTING PERSON
PN
 
_______
* Calculated based on 180,055,920 ordinary shares outstanding as of June 27, 2015, as reported in the Issuer’s Form 10-Q.
 
 

 
 
 
1
 
NAME OF REPORTING PERSON
Trian Partners Strategic Investment Fund-A, L.P.
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
27-4180625
 
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [_]
(b)  [_]
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS
WC
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
[_]
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7
 
SOLE VOTING POWER
0
 
 
 
8
 
SHARED VOTING POWER
1,589,435
 
 
 
9
 
SOLE DISPOSITIVE POWER
0
 
 
10
 
SHARED DISPOSITIVE POWER
1,589,435
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,589,435
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[X]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.88%*
 
 
14
 
TYPE OF REPORTING PERSON
PN
 
_______
* Calculated based on 180,055,920 ordinary shares outstanding as of June 27, 2015, as reported in the Issuer’s Form 10-Q.
 
 

 

 
1
 
NAME OF REPORTING PERSON
Trian Partners Strategic Investment Fund-N, L.P.
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
80-0958490
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [_]
(b)  [_]
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS
WC
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
[_]
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7
 
SOLE VOTING POWER
0
 
 
 
8
 
SHARED VOTING POWER
407,995
 
 
 
9
 
SOLE DISPOSITIVE POWER
0
 
 
10
 
SHARED DISPOSITIVE POWER
407,995
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
407,995
 
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[X]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.23%*
 
 
14
 
TYPE OF REPORTING PERSON
PN
 
_______
* Calculated based on 180,055,920 ordinary shares outstanding as of June 27, 2015, as reported in the Issuer’s Form 10-Q.
 
 

 
 
1
 
NAME OF REPORTING PERSON
Trian Partners Strategic Investment Fund II, L.P.
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
45-4929803
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [_]
(b)  [_]
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS
WC
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
[_]
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7
 
SOLE VOTING POWER
0
 
 
 
8
 
SHARED VOTING POWER
902,609
 
 
 
9
 
SOLE DISPOSITIVE POWER
0
 
 
10
 
SHARED DISPOSITIVE POWER
902,609
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
902,609
 
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[X]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.50%*
 
 
14
 
TYPE OF REPORTING PERSON
PN
 
_______
* Calculated based on 180,055,920 ordinary shares outstanding as of June 27, 2015, as reported in the Issuer’s Form 10-Q.
 
 

 
 
1
 
NAME OF REPORTING PERSON
Trian Partners Strategic Investment Fund-D, L.P.
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
98-1108184
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [_]
(b)  [_]
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS
WC
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
[_]
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7
 
SOLE VOTING POWER
0
 
 
 
8
 
SHARED VOTING POWER
364,145
 
 
 
9
 
SOLE DISPOSITIVE POWER
0
 
 
 
10
 
SHARED DISPOSITIVE POWER
364,145
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
364,145
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[X]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.20%*
 
 
14
 
TYPE OF REPORTING PERSON
PN
 
_______
* Calculated based on 180,055,920 ordinary shares outstanding as of June 27, 2015, as reported in the Issuer’s Form 10-Q.
 
 

 

 
1
 
NAME OF REPORTING PERSON
Trian Partners Fund (Sub)-G, L.P.
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
90-1035117
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [_]
(b)  [_]
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS
WC
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
[_]
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7
 
SOLE VOTING POWER
0
 
 
 
8
 
SHARED VOTING POWER
106,099
 
 
 
9
 
SOLE DISPOSITIVE POWER
0
 
 
10
 
SHARED DISPOSITIVE POWER
106,099
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,099
 
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[X]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.06%*
 
 
14
 
TYPE OF REPORTING PERSON
PN
 
_____________
* Calculated based on 180,055,920 ordinary shares outstanding as of June 27, 2015, as reported in the Issuer’s Form 10-Q.
 
 

 
 
 
1
 
NAME OF REPORTING PERSON
Trian Partners Strategic Fund-G II, L.P.
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
46-5509975
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [_]
(b)  [_]
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS
WC
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
[_]
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7
 
SOLE VOTING POWER
0
 
 
 
8
 
SHARED VOTING POWER
361,725
 
 
 
9
 
SOLE DISPOSITIVE POWER
0
 
 
 
10
 
SHARED DISPOSITIVE POWER
361,725
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
361,725
 
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[X]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.20%*
 
 
14
 
TYPE OF REPORTING PERSON
PN
 
_______
* Calculated based on 180,055,920 ordinary shares outstanding as of June 27, 2015, as reported in the Issuer’s Form 10-Q.
 
 

 

 
1
 
NAME OF REPORTING PERSON
Trian Partners Strategic Fund-G III, L.P.
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
47-2121971
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [_]
(b)  [_]
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS
WC
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
[_]
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7
 
SOLE VOTING POWER
0
 
 
8
 
SHARED VOTING POWER
199,061
 
 
 
9
 
SOLE DISPOSITIVE POWER
0
 
 
10
 
SHARED DISPOSITIVE POWER
199,061
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
199,061
 
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[X]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.11%*
 
 
14
 
TYPE OF REPORTING PERSON
PN
 
_______
* Calculated based on 180,055,920 ordinary shares outstanding as of June 27, 2015, as reported in the Issuer’s Form 10-Q.
 
 

 

This Amendment No. 2 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on June 30, 2015, as amended by Amendment No. 1 (“Amendment No. 1”) filed on July 13, 2015 (as amended by Amendment No. 1, the “Schedule 13D”), relating to the Ordinary Shares, nominal value $0.01 per share (the “Shares”), of Pentair plc, an Irish public limited company (the “Issuer”). The address of the principal executive office of the Issuer is P.O. Box 471, Sharp Street, Walkden, Manchester, M28 8BU United Kingdom.

Capitalized terms not defined herein shall have the meanings ascribed to them in the Schedule 13D.  Except as set forth herein, the Schedule 13D is unmodified.

Items 4 and 5 of the Schedule 13D are hereby amended and supplemented as follows:

 
Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

The Trian Group continues to engage in constructive discussions with the Issuer about the matters described in the first paragraph of Item 4 of the Schedule 13D, as well as the possibility of the Trian Group having representation on the Issuer’s Board of Directors.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following information:

(a) As of July 29, 2015, the Reporting Persons beneficially owned, in the aggregate, 13,005,377 Shares, representing approximately 7.22% of the Issuer’s outstanding Shares (Calculated based on 180,055,920 ordinary shares outstanding as of June 27, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 27, 2015 (the “Form 10-Q”).).

(c)  There have been no new transactions by the Reporting Persons since the filing of Amendment No. 1.


 

 


 
[INTENTIONALLY LEFT BLANK]

 
 

 

 

 

SIGNATURE

 
After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: July 29, 2015


 
TRIAN FUND MANAGEMENT, L.P.
By:
Trian Fund Management GP, LLC, its general partner
   
By:
/s/ EDWARD P. GARDEN
 
Name:
Edward P. Garden
 
Title:
Member
   
 
TRIAN FUND MANAGEMENT GP, LLC
   
By:
/s/ EDWARD P. GARDEN
 
Name:
Edward P. Garden
 
Title:
Member
   
 
TRIAN PARTNERS, L.P.
By:
Trian Partners GP, L.P., its general partner
   
By:
Trian Partners General Partner, LLC, its general partner
   
By:
/s/ EDWARD P. GARDEN
 
Name:
Edward P. Garden
 
Title:
Member
   
 
TRIAN PARTNERS MASTER FUND (ERISA) L.P.
By:
Trian Partners (ERISA) GP, L.P., its general partner
   
By:
Trian Partners (ERISA) General Partner, LLC, its general partner
   
By:
/s/ EDWARD P. GARDEN
 
Name:
Edward P. Garden
 
Title:
Member



 
 

 



 
TRIAN PARTNERS MASTER FUND, L.P.
By:
Trian Partners GP, L.P., its general partner
   
By:
Trian Partners General Partner, LLC, its general partner
   
By:
/s/ EDWARD P. GARDEN
 
Name:
Edward P. Garden
   
Title:
Member
     
 
TRIAN PARTNERS PARALLEL FUND I, L.P.
 
By:
Trian Partners Parallel Fund I  General Partner, LLC, its general partner
 
     
By:
/s/ EDWARD P. GARDEN
 
 
Name:
Edward P. Garden
 
 
Title:
Member
 
     
 
TRIAN PARTNERS STRATEGIC INVESTMENT FUND-A, L.P.
 
By:
Trian Partners Strategic Investment Fund-A GP, L.P., its general partner
 
     
By:
Trian Partners Strategic Investment Fund-A General Partner, LLC, its general partner
 
     
By:
/s/ EDWARD P. GARDEN
 
 
Name:
Edward P. Garden
 
 
Title:
Member
 
     
 
TRIAN PARTNERS STRATEGIC INVESTMENT FUND-N, L.P.
 
 
By:
Trian Partners Strategic Investment Fund-N GP, L.P., its general partner
 
       
 
By:
Trian Partners Strategic Investment Fund-N General Partner, LLC., its general partner
 
         
 
By:
/s/ EDWARD P. GARDEN
 
   
Name:
Edward P. Garden
 
   
Title:
Member
 
         



 
 

 



 
TRIAN PARTNERS STRATEGIC INVESTMENT FUND II, L.P.
 
By:
Trian Partners Strategic Investment Fund II GP, L.P., its general partner
     
 
By:
Trian Partners Strategic Investment Fund-II General Partner, LLC., its general partner
       
 
By:
/s/ EDWARD P. GARDEN
   
Name:
Edward P. Garden
   
Title:
Member
   
 
TRIAN PARTNERS STRATEGIC INVESTMENT FUND-D, L.P.
 
By:
Trian Partners Strategic Investment Fund-D GP, L.P., its general partner
     
 
By:
Trian Partners Strategic Investment Fund-D General Partner, LLC, its general partner
       
 
By:
/s/ EDWARD P. GARDEN
   
Name:
Edward P. Garden
   
Title:
Member
       
 
TRIAN PARTNERS FUND (SUB)-G, L.P.
 
By:
Trian Partners Investment Fund-G GP, L.P., its general partner
     
 
By:
Trian Partners Investment Fund-G General Partner, LLC, its general partner
       
 
By:
/s/ EDWARD P. GARDEN
   
Name:
Edward P. Garden
   
Title:
Member



 
 

 



       
 
TRIAN PARTNERS STRATEGIC FUND-G II, L.P.
 
By:
Trian Partners Strategic Fund-G II GP, L.P., its general partner
     
 
By:
Trian Partners Strategic Fund-G II General Partner, LLC, its general partner
       
 
By:
/s/ EDWARD P. GARDEN
   
Name:
Edward P. Garden
   
Title:
Member
       
 
TRIAN PARTNERS STRATEGIC FUND-G III, L.P.
 
By:
Trian Partners Strategic Fund-G III GP, L.P., its general partner
       
 
By:
Trian Partners Strategic Fund-G III General Partner, LLC, its general partner
     
 
By:
/s/ EDWARD P. GARDEN
   
Name
Edward P. Garden
   
Title
Member
   
 
 
 
 
 
 
/s/NELSON PELTZ
Nelson Peltz
 
 
 
/s/PETER W. MAY
Peter W. May
 
 
 
/s/EDWARD P. GARDEN
Edward P. Garden
 


 
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