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

SCHEDULE 13D
Under the Securities Exchange Act of 1934
 
(Amendment No. 9)*
 

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, 41 st Floor
New York, New York 10017
Tel. No.: (212) 451-3000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
August 13, 2018
(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 on s.  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
12,301,837  
 
 
 
9
 
SOLE DISPOSITIVE POWER
0
 
 
 
 
10
 
SHARED DISPOSITIVE POWER
12,301,837  
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,301,837  
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[  ]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.01%*
 
 
 
14
 
TYPE OF REPORTING PERSON
IN
 
_______
*Calculated based on 175,403,866 ordinary shares outstanding as of June 30, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (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
12,301,837  
 
 
 
 9
 SOLE DISPOSITIVE POWER
0
 
 
 
10
 
SHARED DISPOSITIVE POWER
12,301,837  
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,301,837  
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[  ]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.01%*
 
 
 
14
 
TYPE OF REPORTING PERSON
IN
 
_______
*   Calculated based on 175,403,866 ordinary shares outstanding as of June 30, 2018, 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
12,301,837  
 
 
 
9
 
SOLE DISPOSITIVE POWER
0
 
 
 
 10
SHARED DISPOSITIVE POWER
12,301,837  
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,301,837  
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[  ]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.01%*
 
 
 
14
 
TYPE OF REPORTING PERSON
IN
 
_______
*   Calculated based on 175,403,866 ordinary shares outstanding as of June 30, 2018, 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
12,301,837  
 
 
 
 9
SOLE DISPOSITIVE POWER
0
 
 
 
 
10
 
SHARED DISPOSITIVE POWER
12,301,837  
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,301,837  
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[  ]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.01%*
 
 
14
 
TYPE OF REPORTING PERSON
PN
 
_______
*   Calculated based on 175,403,866 ordinary shares outstanding as of June 30, 2018, 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
12,301,837   
 
 
 
9
 
SOLE DISPOSITIVE POWER
0
 
 
 
10
 
SHARED DISPOSITIVE POWER
12,301,837  
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,301,837  
 
 
 
 12
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[  ]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.01%*
 
 
14
 
TYPE OF REPORTING PERSON
OO
 
_______
*   Calculated based on 175,403,866 ordinary shares outstanding as of June 30, 2018, 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
1,968,192
 
 
 
 
9
 
SOLE DISPOSITIVE POWER
0
 
 
 
10
 
SHARED DISPOSITIVE POWER
1,968,192
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,968,192
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[X]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.12%*
 
 
14
 
TYPE OF REPORTING PERSON
PN
 
_______
*   Calculated based on 175,403,866 ordinary shares outstanding as of June 30, 2018, 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
3,287,379
 
 
 
 
9
 
SOLE DISPOSITIVE POWER
0
 
 
 
10
 
SHARED DISPOSITIVE POWER
3,287,379
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,287,379
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[X]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.87%*
 
 
14
 
TYPE OF REPORTING PERSON
PN
 
_______
*   Calculated based on 175,403,866 ordinary shares outstanding as of June 30, 2018, 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
334,504
 
 
 
 
9
 
SOLE DISPOSITIVE POWER
0
 
 
 
 
10
 
SHARED DISPOSITIVE POWER
334,504
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
334,504 
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[X]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.19%*
 
 
14
 
TYPE OF REPORTING PERSON
PN
 
_______
*   Calculated based on 175,403,866 ordinary shares outstanding as of June 30, 2018, 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
2,008,726
 
 
 
 
9
 
SOLE DISPOSITIVE POWER
0
 
 
 
10
 
SHARED DISPOSITIVE POWER
2,008,726
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,008,726
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[X]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.15%*
 
 
14
 
TYPE OF REPORTING PERSON
PN
 
_______
*   Calculated based on 175,403,866 ordinary shares outstanding as of June 30, 2018, 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
1,438,045
 
 
 
 
9
 
SOLE DISPOSITIVE POWER
0
 
 
 
10
 
SHARED DISPOSITIVE POWER
1,438,045
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,438,045
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[X]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.82%*
 
 
14
 
TYPE OF REPORTING PERSON
PN
 
_______
*   Calculated based on 175,403,866 ordinary shares outstanding as of June 30, 2018, 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)
0.51%*
 
 
14
 
TYPE OF REPORTING PERSON
PN
 
_______
*   Calculated based on 175,403,866 ordinary shares outstanding as of June 30, 2018, 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
446,245
 
 
 
 
9
 
SOLE DISPOSITIVE POWER
0
 
 
 
 
10
 
SHARED DISPOSITIVE POWER
446,245
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
446,245
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[X]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.25%*
 
 
14
 
TYPE OF REPORTING PERSON
PN
 
_______
*   Calculated based on 175,403,866 ordinary shares outstanding as of June 30, 2018, 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
142,866
 
 
 
 
9
 
SOLE DISPOSITIVE POWER
0
 
 
 
10
 
SHARED DISPOSITIVE POWER
142,866
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
142,866 
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[X]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.08%*
 
 
14
 
TYPE OF REPORTING PERSON
PN
 
_____________
*   Calculated based on 175,403,866 ordinary shares outstanding as of June 30, 2018, 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
422,996
 
 
 
 
9
 
SOLE DISPOSITIVE POWER
0
 
 
 
 
10
 
SHARED DISPOSITIVE POWER
422,996
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
422,996 
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[X]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.24%*
 
 
14
 
TYPE OF REPORTING PERSON
PN
 
_______
*   Calculated based on 175,403,866 ordinary shares outstanding as of June 30, 2018, 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
212,365
 
 
 
 
9
 
SOLE DISPOSITIVE POWER
0
 
 
 
10
 
SHARED DISPOSITIVE POWER
212,365
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
212,365
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[X]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.12%*
 
 
14
 
TYPE OF REPORTING PERSON
PN
 
_______
*   Calculated based on 175,403,866 ordinary shares outstanding as of June 30, 2018, as reported in the Issuer's Form 10-Q.
 

 
 
1
 
NAME OF REPORTING PERSON
Trian Partners Strategic Fund-K, L.P.
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
47-5116069
 
 
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
654,011 
 
 
 
9
 
SOLE DISPOSITIVE POWER
0
 
 
 
10
 
SHARED DISPOSITIVE POWER
654,011 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
654,011 
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[X]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.37%*
 
 
14
 
TYPE OF REPORTING PERSON
PN
 
_______
*   Calculated based on 175,403,866 ordinary shares outstanding as of June 30, 2018, as reported in the Issuer's Form 10-Q.

 
1
 
NAME OF REPORTING PERSON
Trian Partners Strategic Fund-C, Ltd.
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
98-1327448
 
 
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
472,736 
 
 
 
9
 
SOLE DISPOSITIVE POWER
0
 
 
 
10
 
SHARED DISPOSITIVE POWER
472,736 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
472,736 
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[X]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.27%*
 
 
14
 
TYPE OF REPORTING PERSON
OO
 
_______
*   Calculated based on 175,403,866 ordinary shares outstanding as of June 30, 2018, as reported in the Issuer's Form 10-Q.

This Amendment No. 9 ("Amendment No. 9") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on June 30, 2015 (the "Original Statement"), as amended by Amendment No. 1 filed on July 13, 2015, as amended by Amendment No. 2 filed on July 29, 2015, as amended by Amendment No. 3 filed on September 8, 2015, as amended by Amendment No. 4 filed on February 22, 2016, as amended by Amendment No. 5 filed on May 10, 2016, as amended by Amendment No. 6 filed on May 18, 2017, as amended by Amendment No. 7 filed on May 1, 2018, and as amended by Amendment No. 8 ("Amendment No. 8") filed on June 1, 2018 (as amended, 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 43 London Wall, London, EC2M 5TF, 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 as follows:

Item 4. Purpose of Transaction

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

The sales of Shares by Reporting Persons reported in this Amendment No. 9 were done for portfolio management purposes.

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 4:00 p.m., New York City time, on August 15, 2018, the Reporting Persons beneficially owned, in the aggregate, 12,301,837 Shares, representing approximately 7.01% of the Issuer's outstanding Shares (calculated based on 175,403,866 Shares outstanding as of June 30, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018). Such Shares include an aggregate of 12,036,582 Shares beneficially owned by the Reporting Persons through direct ownership of Shares, representing approximately 6.86% of the Issuer's outstanding Shares, an additional 254,092 Shares underlying the Put/Call Options (as defined below) that are held by Strategic Fund-N, representing approximately 0.14% of the Issuer's outstanding Shares, and an additional 11,163 Shares underlying Director Options held by Mr. Garden which he received in connection with his service on the Issuer's Board of Directors and which are currently exercisable, representing approximately 0.01% of the Issuer's outstanding Shares.

(b) As of 4:00 p.m., New York City time, on August 15, 2018, each of Trian Onshore, Trian Offshore, Parallel Fund I, TPSIF II, Strategic Fund-A, Strategic Fund-N, Strategic Fund-D, Fund G, Strategic Fund-G II, Strategic Fund-G III, Strategic Fund-K and Strategic Fund-C beneficially and directly owns and has sole voting power and sole dispositive power with regard to 1,968,192; 3,287,379; 334,504; 902,609; 2,008,726; 1,438,045 (including the Shares underlying the Put/Call Options); 446,245; 142,866; 422,996, 212,365, 654,011 and 472,736 Shares, respectively, except to the extent that other Reporting Persons as described in this Item 5 may be deemed to have shared voting power and shared dispositive power with regard to such Shares.  Mr. Garden beneficially owns and has sole voting power and sole dispositive power with regard to 11,163 Shares underlying Director Options, except to the extent that other members of the Trian Group as described in this Item 5 may be deemed to have shared voting power and shared dispositive power with regard to such Shares.

 (c) Set forth below is a list of all transactions with respect to the Shares effected subsequent to the filing of Amendment No. 8, inclusive of all transactions effected through 4:00 pm, New York City time, on August 15, 2018.  All such transactions were effected in a privately negotiated transaction.  The prices set forth in the table do not include commissions.

Reporting Person
 
Date
 
Shares
 
Price
 
Type
Trian Partners, L.P.
 
8/13/2018
 
604,085
 
$ 42.15
 
Sale
Trian Partners Master Fund, L.P
 
8/13/2018
 
1,095,018
 
$ 42.15
 
Sale
Trian Fund Management, L.P.
 
8/13/2018
 
897
 
$ 42.15
 
Sale
                 


[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: August 15, 2018

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