Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common shares are listed for trading on the New York Stock Exchange and trade under the symbol “PNR.” As of December 31, 2013, there were 19,826 shareholders of record.

The high, low and closing sales price for our common shares and the dividends paid for each of the quarterly periods for 2013 and 2012 were as follows:



	2013								2012
	First		Second		Third		Fourth		First		Second		Third		Fourth
High	$	54.20	$	60.14	$	66.49	$	77.97	$	48.77	$	47.59	$	45.21	$	49.50
Low	49.39		49.67		57.38		62.80		33.88		36.31		37.43		40.30
Close	52.75		57.69		65.52		77.67		47.61		38.28		44.51		49.15
Dividends paid	0.23		0.23		0.25		0.25		0.22		0.22		0.22		0.22

Pentair has paid 152 consecutive quarterly dividends and has increased dividends each year for 37 consecutive years.

Future dividends on our common shares or reductions of registered share capital for distribution to shareholders, if any, must be approved by our shareholders. We expect to obtain shareholder approval of the annual dividend amount out of contributed surplus each year at our annual general meeting, and we expect to distribute the approved dividend amount in four quarterly installments. The timing, declaration and payment of future dividends to holders of our common shares will depend upon many factors, including our financial condition and results of operations, the capital requirements of our businesses, industry practice and any other relevant factors.

Share Performance Graph

The following information under the caption “Share Performance Graph” in this ITEM 5 of this Annual Report on Form 10-K is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934 or to the liabilities of Section 18 of the Securities Exchange Act of 1934 and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we specifically incorporate it by reference into such a filing.

The following graph sets forth the cumulative total shareholder return on our common shares for the last five years, assuming the investment of $100 on December 31, 2008 and the reinvestment of all dividends since that date to December 31, 2013. The graph also contains for comparison purposes the S&P 500 Index and the S&P 500 Industrials Index, assuming the same investment level and reinvestment of dividends.

By virtue of our market capitalization, we are a component of the S&P 500 Index. On the basis of our size and diversity of businesses, we believe the S&P 500 Industrials Index is an appropriate published industry index for comparison purposes.



	Base Period December 2008	INDEXED RETURNS Years ended December 31
Company / Index	2009	2010	2011	2012	2013
Pentair Ltd.	100	140.14	162.03	150.90	227.68	365.87
S&P 500 Index	100	126.46	145.51	148.59	172.37	228.19
S&P 500 Industrials Index	100	120.93	153.26	152.35	175.73	247.22

Purchases of Equity Securities

The following table provides information with respect to purchases we made of our common shares during the fourth quarter of 2013:



	(a)	(b)		(c)	(d)
	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Dollar value of shares that may yet be purchased under the plans or programs
September 29 – October 26, 2013	966,101	$	65.58	915,485	$	265,555,373
October 27 – November 23, 2013	1,496,677	68.40		1,496,300	163,164,486
November 24 – December 31, 2013	191,493	71.15		185,200	1,150,014,432
Total	2,654,271			2,596,985


(a)	The purchases in this column include 50,616 shares for the period September 29 – October 26, 2013, 377 shares for the period October 27 – November 23, 2013, and 6,293 shares for the period November 24 – December 31, 2013 deemed surrendered to us by participants in our 2012 Stock and Incentive Plan (the “2012 Plan”) and earlier stock incentive plans that are now outstanding under the 2012 Plan (collectively “the Plans”) to satisfy the exercise price or withholding of tax obligations related to the exercise of stock options and vesting of restricted shares.

(a)

The purchases in this column include 50,616 shares for the period September 29 – October 26, 2013, 377 shares for the period October 27 – November 23, 2013, and 6,293 shares for the period November 24 – December 31, 2013 deemed surrendered to us by participants in our 2012 Stock and Incentive Plan (the “2012 Plan”) and earlier stock incentive plans that are now outstanding under the 2012 Plan (collectively “the Plans”) to satisfy the exercise price or withholding of tax obligations related to the exercise of stock options and vesting of restricted shares.


(b)	The average price paid in this column includes shares repurchased as part of our publicly announced plans and shares deemed surrendered to us by participants in the Plans to satisfy the exercise price of stock options and withholding tax obligations due upon stock option exercises and vesting of restricted shares.


(c)	The number of shares in this column represents the number of shares repurchased as part of our publicly announced plans to repurchase our common shares up to a maximum dollar limit of $2.2 billion.


(d)	Prior to the closing of the Merger, our board of directors, and Tyco as our sole shareholder, authorized the repurchase of our common shares with a maximum aggregate value of $400 million following the closing of the Merger. This authorization does not have an expiration date. On October 1, 2012, our board of directors authorized the repurchase of our common shares with a maximum aggregate value of $800 million. This authorization expires on December 31, 2015 and is in addition to the $400 million share repurchase authorization. In December 2013, our Board of Directors authorized the repurchase of our common shares up to a maximum dollar limit of $1.0 billion. This authorization is in addition to the combined $1.2 billion prior share repurchase authorization. The authorization expires on December 31, 2016.

(d)

Prior to the closing of the Merger, our board of directors, and Tyco as our sole shareholder, authorized the repurchase of our common shares with a maximum aggregate value of $400 million following the closing of the Merger. This authorization does not have an expiration date. On October 1, 2012, our board of directors authorized the repurchase of our common shares with a maximum aggregate value of $800 million. This authorization expires on December 31, 2015 and is in addition to the $400 million share repurchase authorization. In December 2013, our Board of Directors authorized the repurchase of our common shares up to a maximum dollar limit of $1.0 billion. This authorization is in addition to the combined $1.2 billion prior share repurchase authorization. The authorization expires on December 31, 2016.

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