Sec Form 4 Filing - DURANT KAREN A @ PENTAIR INC - 2007-05-01

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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
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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1. Name and Address of Reporting Person
DURANT KAREN A
2. Issuer Name and Ticker or Trading Symbol
PENTAIR INC [ PNR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Sr Vice Pres. Finance/Analysis
(Last) (First) (Middle)
5500 WAYZATA BLVD., SUITE 800
3. Date of Earliest Transaction (MM/DD/YY)
05/01/2007
(Street)
GOLDEN VALLEY, MN55416-1261
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/01/2007 M 12,000 A $ 17.47 113,326.267 D
Common Stock 05/01/2007 M 40,000 A $ 22.88 153,326.267 D
Common Stock 05/01/2007 M 12,196 A $ 26.7 165,522.267 D
Common Stock 05/01/2007 M 11,500 A $ 26.7 177,022.267 D
Common Stock 05/01/2007 S 700 D $ 31.94 176,322.267 D
Common Stock 05/01/2007 S 8,202 D $ 31.95 168,120.267 D
Common Stock 05/01/2007 S 1,300 D $ 31.96 166,820.267 D
Common Stock 05/01/2007 S 5,500 D $ 31.97 161,320.267 D
Common Stock 05/01/2007 S 4,000 D $ 31.98 157,320.267 D
Common Stock 05/01/2007 S 13,300 D $ 31.99 144,020.267 D
Common Stock 05/01/2007 S 13,500 D $ 32 130,520.267 D
Common Stock 05/01/2007 S 6,400 D $ 32.01 124,120.267 D
Common Stock 05/01/2007 S 4,500 D $ 32.02 119,620.267 D
Common Stock 05/01/2007 S 2,600 D $ 32.03 117,020.267 D
Common Stock 05/01/2007 S 2,200 D $ 32.04 114,820.267 D
Common Stock 05/01/2007 S 2,600 D $ 32.05 112,220.267 D
Common Stock 05/01/2007 S 500 D $ 32.06 111,720.267 D
Common Stock 05/01/2007 S 100 D $ 32.07 111,620.267 D
Common Stock 05/01/2007 S 100 D $ 32.08 111,520.267 D
Common Stock 05/01/2007 S 100 D $ 32.09 111,420.267 D
Common Stock - ESPP 3,741.588 ( 1 ) D
Common Stock - ESOP 6,847.3829 I By ESOP
Common Stock 10,448.729 I By Trust
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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) $ 17.47 05/01/2007 M 12,000 01/02/2004 01/02/2013 Common Stock 12,000 $ 0 0 D
Employee Stock Option (right to buy) $ 22.88 05/01/2007 M 40,000 01/02/2005 01/02/2014 Common Stock 40,000 $ 0 0 D
Employee Stock Option (right to buy) $ 26.7 05/01/2007 M 11,500 02/06/2004 01/02/2011 Common Stock 11,500 $ 0 0 D
Employee Stock Option (right to buy) $ 26.7 05/01/2007 M 12,196 02/06/2004 01/03/2010 Common Stock 12,196 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DURANT KAREN A
5500 WAYZATA BLVD.
SUITE 800
GOLDEN VALLEY, MN55416-1261
Sr Vice Pres. Finance/Analysis
Signatures
Louis L. Ainsworth, Attorney-In-Fact 05/02/2007
Signature of Reporting Person Date
Explanation of Responses:
( 1 )End-of-period holdings include monthly purchase(s), since the reporting person's last filed Form, under the Pentair, Inc. Employee Stock Purchase and Bonus Plan (ESPP) in exempt transaction(s) pursuant to Rule 16b-3(c).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).

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