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 *
HOGAN RANDALL J
  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
__X__ Officer (give title below) _____ Other (specify below)
Chairman, CEO
(Last)
(First)
(Middle)
5500 WAYZATA BLVD., SUITE 800
3. Date of Earliest Transaction (Month/Day/Year)
09/20/2010
(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 09/20/2010   M(1)   30,000 A $ 11.375 140,274 D  
Common Stock 09/20/2010   S(1)   30,000 D $ 33 (2) (3) 110,274 D  
Common Stock 09/21/2010   M(1)   13,867 A $ 11.375 124,141 D  
Common Stock 09/21/2010   M(1)   4,659 A $ 16.2735 128,800 D  
Common Stock 09/21/2010   S(1)   18,526 D $ 33.13 (3) (4) 110,274 D  

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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
Employee Stock Option (right to buy) $ 11.375 09/20/2010   M(1)     30,000 01/02/2002 01/02/2011 Common Stock 30,000 $ 0 13,867 D  
Employee Stock Option (right to buy) $ 11.375 09/21/2010   M(1)     13,867 01/02/2002 01/02/2011 Common Stock 13,867 $ 0 0 D  
Employee Stock Option (right to buy) $ 16.2735 09/21/2010   M(1)     4,659 01/14/2002 01/02/2011 Common Stock 4,659 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HOGAN RANDALL J
5500 WAYZATA BLVD.
SUITE 800
GOLDEN VALLEY, MN 55416
  X     Chairman, CEO  

Signatures

 s/ Angela D. Lageson, Attorney-in-Fact   09/22/2010
**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) The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 30, 2009.
(2) The reported price for this transaction is the weighted average price, and the price range is $33.00 to $33.06.
(3) Upon request by the Commission, the company or a shareholder, the reporting person will provide full details of the information reported regarding the number of shares sold at each separate price.
(4) The reported price for this transaction is the weighted average price, and the price range is $33.01 to $33.30.

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