SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CATHCART RICHARD J
(Last) (First) (Middle)
5500 WAYZATA BLVD.
SUITE 800
(Street)
GOLDEN VALLEY MN 55416-1259
(City) (State) (Zip)
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)
President, COO Water Tech.
3. Date of Earliest Transaction (Month/Day/Year)
12/07/2004
4. If Amendment, Date of 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
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 12/07/2004 M 50,000 A $17.5 170,210 D
Common Stock 12/07/2004 M 5,046 A $19.8125 175,256 D
Common Stock 12/07/2004 M 45,332 A $18.1485 220,588 D
Common Stock 12/07/2004 M 21,332 A $17.47 241,920 D
Common Stock 12/07/2004 F 74,360 D $40.07 167,560 D
Common Stock 12/07/2004 G V 875 D $0 166,685 D
Common Stock 12/08/2004 S 579 D $40.72 166,106 D
Common Stock 12/08/2004 S 2,000 D $40.7 164,106 D
Common Stock 12/08/2004 S 300 D $40.68 163,806 D
Common Stock 12/08/2004 S 800 D $40.67 163,006 D
Common Stock 12/08/2004 S 800 D $40.66 162,206 D
Common Stock 12/09/2004 S 200 D $40.66 162,006 D
Common Stock 12/09/2004 S 500 D $40.65 161,506 D
Common Stock 12/09/2004 S 100 D $40.61 161,406 D
Common Stock 12/09/2004 S 200 D $40.6 161,206 D
Common Stock 12/09/2004 S 1,000 D $40.56 160,206 D
Common Stock 12/09/2004 S 100 D $40.5 160,106 D
Common Stock 12/09/2004 S 800 D $40.49 159,306 D
Common Stock 12/09/2004 S 800 D $40.48 158,506 D
Common Stock 12/09/2004 S 700 D $40.47 157,806 D
Common Stock 12/09/2004 S 400 D $40.46 157,406 D
Common Stock 12/09/2004 S 1,400 D $40.44 156,006 D
Common Stock 12/09/2004 S 100 D $40.43 155,906 D
Common Stock 12/09/2004 S 1,600 D $40.4 154,306 D
Common Stock 12/09/2004 S 600 D $40.39 153,706 D
Common Stock 12/09/2004 S 1,100 D $40.37 152,606 D
Common Stock 12/09/2004 S 300 D $40.36 152,306 D
Common Stock 12/09/2004 S 6,300 D $40.35 146,006 D
Common Stock 12/09/2004 S 900 D $40.34 145,106 D
Common Stock 12/09/2004 S 800 D $40.33 144,306 D
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 Securities Underlying Derivative Security (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: 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 12/07/2004 M 21,332 01/02/2004 01/02/2013 Common Stock 21,332 $0 42,668(1) D
Employee Stock Option (right to buy) $17.5 12/07/2004 M 50,000 01/22/1999 01/22/2008 Common Stock 50,000 $0 0(1) D
Employee Stock Option (right to buy) $18.1485 12/07/2004 M 45,332 01/02/2003 01/02/2012 Common Stock 45,332 $0 22,668(1) D
Employee Stock Option (right to buy) $19.8125 12/07/2004 M 5,046 01/14/2000 01/14/2009 Common Stock 5,046 $0 44,954(1) D
Employee Stock Option (right to buy) $40.07 12/07/2004 A(2) 20,531 12/07/2004(3) 01/02/2012(3) Common Stock 20,531 $0 20,531 D
Employee Stock Option (right to buy) $40.07 12/07/2004 A(2) 9,300 12/07/2004(3) 01/02/2013(3) Common Stock 9,300 $0 9,300 D
Explanation of Responses:
1. On May 17, 2004, Pentair declared a 2-for-1 stock split in the form of a 100 percent stock dividend payable on June 8, 2004, to shareholders of record as of June 1, 2004. This previously reported stock option and exercise price have been adjusted to reflect the stock split.
2. Employee reload stock option granted pursuant to the Pentair, Inc. Omnibus Stock Incentive Plan.
3. Reload stock option becomes exercisable upon grant and expires on the same date as the original option grant.
Louis L. Ainsworth, Attorney-In-Fact 12/09/2004
** Signature of Reporting Person Date
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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