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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 12g-3

May 1, 2014

Response of the Office of International Corporate Finance
Division of Corporation Finance


Pentair-Switzerland and Pentair-Ireland
Incoming letter dated April 30, 2014

Based on the facts presented, the Division's views are as follows. Capitalized terms have the same meanings as defined in your letter.

  • The Reorganization will constitute a “succession” for purposes of Rule 12g-3(a) under the Exchange Act and Pentair-Ireland will be a “large accelerated filer” for purposes of Rule 12b-2 under the Exchange Act.
  • Pentair-Ireland may take into account Pentair-Switzerland’s reporting history under the Exchange Act when determining its eligibility to use Form S-3. Pentair-Switzerland’s Exchange Act reporting history may also be used in determining whether Pentair-Ireland: (1) “meets the requirements for use of Form S-3” within the meaning of Form S-4; and (2) “satisfies the registrant requirements for use of Form S-3” within the meaning of Form S-8.
  • Pentair-Switzerland’s reporting history may be taken into account when determining Pentair-Ireland’s compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act.
  • Average weekly reported trading volume in Pentair-Switzerland’s Common Shares during the time periods specified by Rule 144(e)(1) under the Securities Act may be taken into account in determining the limitations on the amount of Pentair-Ireland’s Ordinary Shares that may be sold pursuant to Rule 144(e).
  • Pentair-Ireland may be treated as an issuer subject to the reporting requirements of the Exchange Act for purposes of the Securities Act Rule 174(b) exemption from the prospectus delivery requirements of Section 4(a)(3) of the Securities Act.

These positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.


Elliot Staffin
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 05/01/2014