Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
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)
December 4, 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 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
8,591,836
|
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
||
|
10
|
SHARED DISPOSITIVE POWER
8,591,836
|
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,591,836
|
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.95%*
|
|
||
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
||
_______
*Calculated based on 173,601,030 ordinary shares outstanding as of September 30, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 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
8,591,836
|
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
||
|
10
|
SHARED DISPOSITIVE POWER
8,591,836
|
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,591,836
|
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.95%*
|
|
||
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
||
_______
* Calculated based on 173,601,030 ordinary shares outstanding as of September 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
8,591,836
|
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
||
|
10
|
SHARED DISPOSITIVE POWER
8,591,836
|
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,591,836
|
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.95%*
|
|
||
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
||
_______
* Calculated based on 173,601,030 ordinary shares outstanding as of September 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
8,591,836
|
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
||
|
10
|
SHARED DISPOSITIVE POWER
8,591,836
|
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,591,836
|
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.95%*
|
|
||
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
||
_______
* Calculated based on 173,601,030 ordinary shares outstanding as of September 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
8,591,836
|
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
||
|
10
|
SHARED DISPOSITIVE POWER
8,591,836
|
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,591,836
|
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.95%*
|
|
||
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
||
_______
* Calculated based on 173,601,030 ordinary shares outstanding as of September 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
1,348,341
|
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,348,341
|
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,348,341
|
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[X]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.78%*
|
|
||
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
||
_______
* Calculated based on 173,601,030 ordinary shares outstanding as of September 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
1,117,434
|
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,117,434
|
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,117,434
|
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[X]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.64%*
|
|
||
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
||
_______
* Calculated based on 173,601,030 ordinary shares outstanding as of September 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
290,753
|
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
||
|
10
|
SHARED DISPOSITIVE POWER
290,753
|
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
290,753
|
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[X]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.17%*
|
|
||
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
||
_______
* Calculated based on 173,601,030 ordinary shares outstanding as of September 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
1,745,991
|
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,745,991
|
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,745,991
|
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[X]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.01%*
|
|
||
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
||
_______
* Calculated based on 173,601,030 ordinary shares outstanding as of September 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
1,249,955
|
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,249,955
|
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,249,955
|
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[X]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.72%*
|
|
||
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
||
_______
* Calculated based on 173,601,030 ordinary shares outstanding as of September 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
784,552
|
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
||
|
10
|
SHARED DISPOSITIVE POWER
784,552
|
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
784,552
|
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[X]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.45%*
|
|
||
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
||
_______
* Calculated based on 173,601,030 ordinary shares outstanding as of September 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
387,878
|
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
||
|
10
|
SHARED DISPOSITIVE POWER
387,878
|
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
387,878
|
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[X]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.22%*
|
|
||
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
||
_______
* Calculated based on 173,601,030 ordinary shares outstanding as of September 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
124,179
|
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
||
|
10
|
SHARED DISPOSITIVE POWER
124,179
|
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
124,179
|
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[X]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.07%*
|
|
||
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
||
_____________
* Calculated based on 173,601,030 ordinary shares outstanding as of September 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
367,671
|
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
||
|
10
|
SHARED DISPOSITIVE POWER
367,671
|
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
367,671
|
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[X]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.21%*
|
|
||
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
||
_______
* Calculated based on 173,601,030 ordinary shares outstanding as of September 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
184,589
|
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
||
|
10
|
SHARED DISPOSITIVE POWER
184,589
|
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
184,589
|
|
||
|
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 173,601,030 ordinary shares outstanding as of September 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
568,469
|
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
||
|
10
|
SHARED DISPOSITIVE POWER
568,469
|
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
568,469
|
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[X]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.33%*
|
|
||
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
||
_______
* Calculated based on 173,601,030 ordinary shares outstanding as of September 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
410,905
|
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
||
|
10
|
SHARED DISPOSITIVE POWER
410,905
|
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
410,905
|
|
||
|
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
OO
|
|
||
_______
* Calculated based on 173,601,030 ordinary shares outstanding as of September 30, 2018, as reported in the Issuer's Form 10-Q.
This Amendment No. 13 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on June 30, 2015, 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, as amended by Amendment No. 8 filed on June 1, 2018, as amended by Amendment No. 9 filed on August 15, 2018, as amended by Amendment No. 10 filed on September 11, 2018, as amended by Amendment No. 11 filed on October 30, 2018, and as amended by Amendment No. 12 ("Amendment No. 12") filed on December 6, 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.
Item 5 of the Schedule 13D is hereby amended as follows:
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following information:
Schedule A to this Amendment No. 13, which was inadvertently omitted from Amendment No. 12, is incorporated herein by reference.
[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: December 6, 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
|
|
|
|
|
|
0;
|
|
|
|
|
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
|
|||
SCHEDULE A
|
Reporting Person
|
|
Date
|
|
Shares
|
|
Price
|
|
Type
|
|
Trian Partners, L.P.
Trian Partners, L.P.
Trian Partners, L.P.
Trian Partners, L.P.
Trian Partners, L.P.
Trian Partners Parallel Fund I, L.P.
Trian Partners Parallel Fund I, L.P.
Trian Partners Parallel Fund I, L.P.
Trian Partners Parallel Fund I, L.P.
Trian Partners Parallel Fund I, L.P.
Trian Partners Strategic Investment Fund II, L.P.
Trian Partners Strategic Investment Fund II, L.P.
Trian Partners Strategic Investment Fund II, L.P.
Trian Partners Strategic Investment Fund II, L.P.
Trian Partners Strategic Investment Fund II, L.P.
Trian Partners Strategic Investment Fund-A, L.P.
Trian Partners Strategic Investment Fund-A, L.P.
Trian Partners Strategic Investment Fund-A, L.P.
Trian Partners Strategic Investment Fund-A, L.P.
Trian Partners Strategic Investment Fund-A, L.P.
Trian Partners Strategic Investment Fund-D, L.P.
Trian Partners Strategic Investment Fund-D, L.P.
Trian Partners Strategic Investment Fund-D, L.P.
Trian Partners Strategic Investment Fund-D, L.P.
Trian Partners Strategic Investment Fund-D, L.P.
Trian Partners Fund (Sub)-G, L.P.
Trian Partners Fund (Sub)-G, L.P.
Trian Partners Fund (Sub)-G, L.P.
Trian Partners Fund (Sub)-G, L.P.
Trian Partners Fund (Sub)-G, L.P.
Trian Partners Strategic Fund G-II, L.P.
Trian Partners Strategic Fund G-II, L.P.
Trian Partners Strategic Fund G-II, L.P.
Trian Partners Strategic Fund G-II, L.P.
Trian Partners Strategic Fund G-II, L.P.
Trian Partners Strategic Fund G-III, L.P.
Trian Partners Strategic Fund G-III, L.P.
Trian Partners Strategic Fund G-III, L.P.
Trian Partners Strategic Fund G-III, L.P.
Trian Partners Strategic Fund G-III, L.P.
Trian Partners Strategic Investment Fund-N, L.P.
Trian Partners Strategic Investment Fund-N, L.P.
Trian Partners Strategic Investment Fund-N, L.P.
Trian Partners Strategic Investment Fund-N, L.P.
Trian Partners Strategic Investment Fund-N, L.P.
Trian Partners Strategic Fund-K, L.P.
Trian Partners Strategic Fund-K, L.P.
Trian Partners Strategic Fund-K, L.P.
Trian Partners Strategic Fund-K, L.P.
Trian Partners Strategic Fund-K, L.P.
Trian Partners Strategic Fund-C, Ltd.
Trian Partners Strategic Fund-C, Ltd.
Trian Partners Strategic Fund-C, Ltd.
Trian Partners Strategic Fund-C, Ltd.
Trian Partners Strategic Fund-C, Ltd.
|
11/28/2018
11/29/2018
11/30/2018
12/3/2018
12/4/2018
11/28/2018
11/29/2018
11/30/2018
12/3/2018
12/4/2018
11/28/2018
11/29/2018
11/30/2018
12/3/2018
12/4/2018
11/28/2018
11/29/2018
11/30/2018
12/3/2018
12/4/2018
11/28/2018
11/29/2018
11/30/2018
12/3/2018
12/4/2018
11/28/2018
11/29/2018
11/30/2018
12/3/2018
12/4/2018
11/28/2018
11/29/2018
11/30/2018
12/3/2018
12/4/2018
11/28/2018
11/29/2018
11/30/2018
12/3/2018
12/4/2018
11/28/2018
11/29/2018
11/30/2018
12/3/2018
12/4/2018
11/28/2018
11/29/2018
11/30/2018
12/3/2018
12/4/2018
11/28/2018
11/29/2018
11/30/2018
12/3/2018
12/4/2018
|
15,356
41,313
54,199
90,847
1,181
3,311
8,909
11,687
19,590
254
8,935
24,039
31,536
52,861
686
19,887
53,497
70,184
117,639
1,528
4,418
11,885
15,591
26,134
339
1,414
3,805
4,992
8,367
109
4,187
11,265
14,779
24,772
322
2,102
5,656
7,420
12,437
161
14,236
38,299
50,244
84,218
1,093
6,474
17,418
22,851
38,302
497
4,680
12,590
16,517
27,685
359
|
$42.8201
$42.6417
$42.7505
$42.8066
$42.5037
$42.8201
$42.6417
$42.7505
$42.8066
$42.5037
$42.8201
$42.6417
$42.7505
$42.8066
$42.5037
$42.8201
$42.6417
$42.7505
$42.8066
$42.5037
$42.8201
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$42.8066
$42.5037
$42.8201
$42.6417
$42.7505
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$42.5037
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