UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

Pursuant Toto Section 13 or 15(d) of ~~the~~The ~~Securities Exchange Act of 1934~~

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of 1934 ~~earliest event reported): September 14, 2012~~

Date of report (Date of earliest event reported): September 24, 2012

Pentair Ltd.

(Exact name of registrant as specified in its charter)

Switzerland	333-181250	98-1050812
(Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3550

(Primary Standard Industrial Classification Code Number

Classification Code Number)

Freier Platz 10

Schaffhausen, CH-8200 ~~Schaffhausen,~~ Switzerland

(Address of ~~Principal~~principal ~~Executive Offices~~executive offices, including ~~Zip~~zip ~~Code~~code)

Registrant’s telephone number, including area code: 41-52-633-02-44

(Registrant’s telephone number, including Area Code)

Tyco Flow Control International Ltd.

(Registrant’s former name)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~ITEM 51.~~02.~~01 ~~Departure~~Entry ofInto ~~Directors~~A orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~Departure~~Purchase ofAgreement ~~Certain Directors; Election of Directors~~

InOn ~~connection~~September 10, ~~with~~2012, ~~the planned spin-off (the “Spin-Off”) of~~ Pentair Ltd., formerly ~~(f/k/a~~known as Tyco Flow Control International Ltd.) (~~the~~ “~~Company”)~~New ~~from Tyco International Ltd. (“Tyco~~Pentair”), and ~~the~~Tyco ~~subsequent~~Flow ~~merger~~Control ~~(the~~International ~~“Merger”)~~Finance ~~of Pentair, Inc~~S.A. (“~~Pentair~~FIFSA”) ~~with~~entered ~~and~~ into a ~~wholly-owned~~purchase ~~direct~~agreement ~~subsidiary of~~ (the ~~Company,~~“Purchase Agreement”) with ~~Pentair~~J.P. ~~surviving~~Morgan ~~the~~Securities ~~Merger~~LLC, onMerrill ~~September 14~~Lynch, ~~2012~~Pierce, ~~the~~Fenner & ~~Board~~Smith ofIncorporated ~~Directors (the “Board”) of the Company proposed,~~ and onU.S. ~~September 14,~~Bancorp ~~2012~~Investments, ~~Tyco~~Inc. (as ~~the~~representatives ~~sole shareholder~~ of the ~~Company~~several ~~elected,~~purchasers ~~Ronald~~named ~~L. Merriman~~therein, ~~Michael T. Glenn~~collectively, ~~David~~the ~~H.Y.~~“Initial ~~Ho, Leslie~~Purchasers”) ~~Abi-Karam,~~under ~~Glynis~~which A.FIFSA ~~Bryan,~~agreed ~~Charles~~to A.sell ~~Haggerty,~~to the ~~William~~Initial T.Purchasers ~~Monahan,~~$350 ~~Randall~~million J.aggregate ~~Hogan,~~principal ~~David~~amount A.of ~~Jones,~~its ~~Jerry W~~1.875% ~~Burris~~Senior ~~and~~Notes ~~Carol~~due ~~Anthony~~2017 (~~John)~~the ~~Davidson,~~“2017 asNotes”) ~~directors~~and of$550 ~~the~~million ~~Company,~~aggregate ~~subject~~principal toamount ~~and~~of ~~conditioned~~its on3.150% ~~the~~Senior ~~consummation~~Notes ofdue ~~the Merger~~2022 (the “~~Closing~~2022 Notes”) and, together with ~~effect as of~~ the ~~effective~~2017 ~~time~~Notes, ~~for~~ the ~~Merger (the~~ “~~Effective Time~~Notes”)~~, which is currently scheduled for September 28, 2012~~. ~~Effective on his appointment to the Board, Mr. Hogan will serve as chairman of the Board.~~

~~Each~~The closing of ~~Messrs.~~the ~~Merriman,~~sale ~~Glenn~~of ~~and~~the HoNotes occurred on September 24, 2012. The Notes have not been ~~elected~~registered tounder ~~serve~~the asSecurities ~~Class~~Act Iof ~~directors~~1933, as amended (the “Securities Act”). FIFSA offered and sold the Notes to ~~hold such~~the ~~office~~Initial ~~until~~Purchasers in reliance upon the ~~annual~~exemption ~~general~~from ~~meeting~~registration provided by Section 4(a)(2) of the ~~shareholders~~Securities Act. The Initial Purchasers then sold the Notes to qualified institutional buyers pursuant to Rule 144A of the ~~Company~~Securities Act and to benon-U.S. ~~held~~persons in ~~2013~~reliance on Regulation S under the Securities Act. ~~Each~~FIFSA relied ofon ~~Mmes~~these exemptions from registration based in part upon representations made by the Initial Purchasers in the Purchase Agreement. ~~Abi-Karam~~The net proceeds payable from the offering of the Notes, after deducting the Initial Purchasers’ discounts and ~~Bryan~~commissions and ~~Messrs~~other expenses, were approximately $890.2 ~~Haggerty~~million, and ~~Monahan~~FIFSA ~~have~~intends ~~been~~to ~~elected~~use the proceeds from the offering to ~~serve~~loan assufficient ~~Class~~funds IIto ~~directors~~Pentair, Inc. (“Pentair”) to ~~hold~~enable ~~such~~Pentair ~~office~~to ~~until~~redeem ~~the~~$500 million of its senior ~~annual~~unsecured ~~general~~notes ~~meeting~~following the completion of the ~~shareholders~~planned ofspin-off (the ~~Company~~“Spin-off”) toof beNew ~~held~~Pentair infrom ~~2014.~~its ~~Each~~parent ofcompany, ~~Messrs~~Tyco International Ltd. ~~Hogan~~(“Tyco”), ~~Jones~~and the merger (the “Merger”) of Pentair with a wholly-owned, indirect ~~Burris~~subsidiary ~~and~~of ~~Davidson~~New ~~have~~Pentair. ~~been~~FIFSA ~~elected~~also intends to ~~serve~~use asthe ~~Class~~proceeds ~~III~~of ~~directors,~~the Notes to ~~hold~~make ~~such~~a ~~office~~cash ~~until~~payment to Tyco to repay certain intercompany obligations entered into in connection with the ~~annual~~Spin-off ~~general~~and ~~meeting~~the Merger. The proceeds of the ~~shareholders~~offering have been placed into escrow pending the satisfaction of certain conditions, including the ~~Company~~completion toof bethe ~~held~~Spin-off inand ~~2015~~Merger.

~~Each~~Indenture ~~of Ms. Goodrich~~ and ~~Messrs.~~Supplemental ~~Jenkins~~Indentures ~~and Armstrong, the current directors of the Company, will resign from the Board upon the Closing and effective as of the Effective Time.~~

~~Appointment~~The Notes are governed by an Indenture (the “Indenture”), dated as of ~~Certain~~September 24, ~~Officers~~2012, among FIFSA, as issuer, New Pentair, as guarantor, and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the First and Second Supplemental Indentures, each dated as of September 24, 2012, among FIFSA, as issuer, New Pentair, as guarantor, Pentair and the Trustee (together, the “Supplemental Indentures”). The Indenture and Supplemental Indentures, which include the forms of the Notes, are attached hereto as Exhibits 4.1, 4.2 and 4.3 and are incorporated herein by reference. The descriptions of the Indenture, the Supplemental Indentures and the Notes in this report are summaries only and are qualified in their entirety by the terms of the Indenture, the Supplemental Indentures and the Notes, respectively.

OnThe ~~September 14,~~Notes ~~2012,~~are ~~the~~FIFSA’s ~~Board~~senior ofunsecured ~~the~~obligations ~~Company~~and ~~appointed~~rank ~~Randall~~equally J.in ~~Hogan~~right asof ~~Chief~~payment with ~~Executive~~all ~~Officer,~~of ~~Michael~~its V.existing ~~Schrock~~and asfuture ~~President~~unsecured and ~~Chief~~unsubordinated ~~Operating~~debt. ~~Officer,~~New ~~John~~Pentair L.has ~~Stauch~~unconditionally asguaranteed ~~Executive~~the ~~Vice President~~due and punctual payment of the principal of, ~~Chief~~premium, ~~Financial~~if ~~Officer~~any, and ~~Mark~~interest C.and ~~Borin~~Additional Amounts (as ~~Chief~~defined ~~Accounting~~in ~~Officer~~the ~~and~~Indenture), if ~~Controller~~any, on the Notes. The ~~appointments~~guarantees ~~will~~rank ~~become~~equally ~~effective~~in atright ~~the~~of ~~Effective~~payment ~~Time~~with New Pentair’s existing and future unsecured debt.

~~Mr. Hogan,~~The ~~age~~2017 ~~56,~~Notes ~~has~~bear ~~been~~interest at a ~~director~~rate of ~~Pentair since 1999. Since January~~ 1~~, 2001, Mr~~.875% ~~Hogan~~per ~~has~~year ~~been~~from ~~Pentair’s Chief Executive Officer. Mr. Hogan became Chairman of~~ the ~~Pentair’s~~ ~~board~~date of ~~directors~~original onissuance ~~May 1,~~or ~~2002.~~from ~~From~~the ~~December~~most ~~1999~~recent ~~through~~interest ~~December~~payment ~~2000,~~date ~~Mr. Hogan was Pentair’s President and Chief Operating Officer. From March 1998~~ to ~~December~~which ~~1999,~~interest hehas ~~was~~been ~~Executive~~paid ~~Vice~~or ~~President~~provided ~~and President of Pentair’s Electrical and Electronic Enclosures Group~~for. ~~From~~The ~~1995 to 1997, he was President of the Carrier Transicold Division of United Technologies Corporation. From 1994 until 1995, he was Vice President and General Manager of~~2022 ~~Pratt &~~Notes ~~Whitney~~bear ~~Industrial~~interest ~~Turbines. From 1988 until 1994, he held various executive positions~~ at ~~General Electric Company. From 1981 until 1987, he was~~ a ~~consultant~~rate atof ~~McKinsey & Company~~3. ~~Mr.~~150% ~~Hogan~~per isyear ~~also~~from athe ~~director~~date of ~~Covidien~~ ~~plc.~~original ~~Mr. Hogan~~issuance ~~also~~or ~~served~~from asthe amost ~~director~~recent ofinterest ~~Unisys~~payment ~~Corporation~~date ~~from 2004~~ to ~~2006.~~which ~~Mr. Hogan~~interest has ~~significant~~been ~~leadership~~paid ~~experience~~or ~~both~~provided ~~with Pentair and predecessor employers demonstrating a wealth of operational management, strategic, organizational and business transformation acumen~~for. ~~His deep knowledge of business in general and Pentair’s businesses, strengths and opportunities in particular, as well as his experience as a~~

~~director~~Interest inon ~~two~~the ~~other~~Notes ~~complex~~will ~~global~~be ~~public~~payable ~~companies~~on ~~has~~March 15 ~~allowed~~and ~~him~~September 15 toof ~~make~~each ~~significant~~year, ~~contributions~~commencing on March 15, 2013, to the holders ~~Pentair~~of ~~board~~record at the close of ~~directors~~business on the March 1 and September 1 prior to each interest payment date. In certain circumstances described below under “Exchange and Registration Rights Agreement”, FIFSA may be required to pay additional interest.

~~Mr. Schrock,~~The ~~age~~Notes ~~59,~~are ~~currently~~redeemable ~~serves~~solely asat ~~President~~FIFSA’s ~~and~~option ~~Chief~~at ~~Operating~~any ~~Officer~~time ofin ~~Pentair,~~the acase ~~position~~of hethe ~~has~~2017 ~~held~~Notes ~~since September~~and ~~2006.~~before ~~Mr.~~June ~~Schrock~~15, ~~also~~2022 ~~served~~(three asmonths ~~President~~prior ~~and~~to ~~Chief~~the ~~Operating~~maturity ~~Officer~~date of ~~Filtration~~the ~~and~~2022 ~~Technical~~Notes) ~~Products~~in ~~from~~the ~~October~~case ~~2005~~of tothe ~~September~~2022 ~~2006;~~Notes ~~President~~at ~~and~~a ~~Chief~~redemption ~~Operating~~price ~~Officer~~equal ~~of Enclosures, from October 2001~~ to ~~September~~the ~~2005; President,~~greater ~~Pentair~~of ~~Water~~the ~~Technologies~~principal —amount ~~Americas~~of ~~from~~the ~~January~~2017 ~~2001~~Notes toand ~~October~~a ~~2001;~~make-whole ~~President~~price, ~~Pentair~~plus ~~Pump~~in ~~and~~each ~~Pool Group~~case, accrued ~~from~~and ~~August~~unpaid ~~2000~~interest. toFIFSA ~~January~~may ~~2001;~~also ~~President~~redeem all, ~~Pentair~~but ~~Pump~~not ~~Group~~less ~~from~~than ~~January~~all, ~~1999~~of toa ~~August~~series ~~2000;~~of ~~and~~Notes ~~Vice~~in ~~President~~the ~~and General~~event ~~Manager,~~of ~~Aurora,~~certain ~~Fairbanks~~tax ~~Morse~~changes ~~and~~affecting ~~Pentair~~such ~~Pump~~notes. ~~Group~~The ~~International~~2022 ~~from~~Notes ~~March~~are ~~1998~~redeemable toon ~~December~~or ~~1998.~~after ~~Prior to joining Pentair~~June 15, ~~Mr. Schrock~~2022 ~~served~~at asa ~~Divisional~~redemption ~~Vice~~price ~~President~~equal ~~and~~to the ~~General~~principal ~~Manager~~amount of ~~Honeywell~~the ~~Inc.~~2022 ~~from~~Notes, ~~1994~~plus toaccrued ~~1998~~and unpaid interest.

~~Mr. Stauch,~~If ~~age~~the ~~47,~~conditions ~~currently~~to ~~serves~~the asrelease ~~Executive Vice President and Chief Financial Officer~~ of ~~Pentair,~~the aescrow ~~position he~~have ~~has~~not ~~held~~occurred ~~since~~by February 1, ~~2007. Prior to joining Pentair~~2013, ~~Mr. Stauch~~or ~~served~~if asthe ~~Chief~~Spin-Off ~~Financial~~or ~~Officer of~~ the ~~Automation~~Merger ~~and~~has ~~Control~~been ~~Systems~~terminated ~~unit~~or ofabandoned ~~Honeywell~~prior ~~International Inc. from July 2005~~ to ~~February~~such ~~2007;~~date, ~~Vice~~then ~~President,~~FIFSA ~~Finance~~will ~~and~~be ~~Chief Financial~~required ~~Officer~~to ofredeem the ~~Sensing~~Notes ~~and Controls unit of Honeywell International Inc.~~ from ~~January~~the ~~2004~~funds toheld ~~July~~in ~~2005;~~escrow ~~Vice~~at ~~President,~~a ~~Finance~~redemption ~~and~~price ~~Chief~~equal ~~Financial~~to ~~Officer~~101% of the ~~Automation & Control Products unit of Honeywell International Inc.~~ ~~from~~principal ~~July~~amount ~~2002 to January 2004; Chief Financial Officer and IT Director~~ of ~~PerkinElmer~~the ~~Optoelectronics~~Notes, atogether ~~unit~~with ofaccrued ~~PerkinElmer,~~but ~~Inc.~~unpaid ~~from~~interest ~~April 2000~~ to, ~~April~~but ~~2002;~~not ~~and held various executive~~including, ~~investor~~the ~~relations~~redemption ~~and managerial finance positions with Honeywell International Inc~~date. ~~and its predecessor AlliedSignal Inc. from 1994 to 2000.~~

~~Mr. Borin,~~Upon ~~age 45, currently~~the ~~serves~~occurrence asof ~~Corporate~~a ~~Controller~~change ~~and~~of ~~Chief~~control ~~Accounting~~triggering ~~Officer~~event of(as ~~Pentair,~~defined ain ~~position~~the heSupplemental ~~has~~Indentures), ~~held~~unless ~~since~~FIFSA ~~March~~has ~~2008.~~exercised ~~Prior~~its right to ~~joining~~redeem ~~Pentair~~the Notes, ~~Mr. Borin~~FIFSA ~~was~~will abe ~~Partner~~required into ~~the~~offer ~~audit~~to ~~practice~~repurchase all of the ~~public~~Notes ~~accounting~~then ~~firm~~outstanding ~~KPMG~~at ~~LLP~~a ~~from~~purchase price ~~June~~equal ~~2000~~ to ~~March~~ ~~2008~~101% ~~and~~of ~~held~~the ~~various~~principal ~~positions~~amount inof the ~~audit~~Notes ~~practice~~repurchased, ofplus ~~KPMG~~accrued ~~LLP~~and ~~from~~unpaid ~~September~~interest ~~1989~~ to, ~~June~~but ~~2000~~excluding, the date of repurchase.

~~Approval~~Exchange ~~of Certain~~and ~~Compensation~~Registration ~~Plans~~Rights Agreement

~~2012~~In ~~Stock~~connection ~~and~~with ~~Incentive Plan: On September 14, 2012,~~ the ~~Board of the Company~~ ~~adopted,~~sale ~~and Tyco as the sole shareholder~~ of the ~~Company approved~~Notes, ~~the~~FIFSA ~~Pentair Ltd. 2012 Stock~~ and ~~Incentive~~New ~~Plan~~Pentair ~~(the~~entered ~~“Plan”).~~into ~~The Plan will become effective upon the Closing. The Plan provides that~~ an ~~aggregate~~Exchange of 9,000,000 of the Company’s common shares, subject to an adjustment in the event of certain corporate transactions, extraordinary dividends or similar events as provided in the Plan, are reserved for issuance under the Plan. Equity-based awards held by certain employees and ~~former~~Registration ~~employees~~Rights ofAgreement (the ~~Company~~“Exchange and ~~its~~Registration ~~affiliates~~Rights ~~and certain directors that, prior to the Spin-Off, related to securities of Tyco will be assumed by the Company and converted into awards with respect to the Company common shares (“Assumed Awards~~Agreement”) ~~in connection~~ with the ~~Spin-Off.~~Initial ~~The~~Purchasers, ~~Assumed~~dated ~~Awards~~as ~~will be deemed to be awards made under the Plan and will be subject to the terms and conditions~~ of ~~the Plan~~September 24, ~~but will not deplete the 9,000,000 common shares of the Company reserved for issuance under the Plan~~2012. ~~The~~Under ~~Plan, which will be administered by~~ the ~~Compensation~~Exchange ~~Committee of the Company’s Board, authorizes the grant to the Company’s officers, directors, employees~~ and ~~consultants of stock options,~~ ~~stock~~Registration ~~appreciation~~Rights ~~rights~~Agreement, ~~performance~~FIFSA ~~shares,~~and ~~performance~~New ~~units,~~Pentair ~~restricted~~agree ~~stock,~~to: ~~restricted~~(i) use ~~stock~~their ~~units,~~commercially ~~deferred stock rights, annual incentive awards, dividend equivalent units and other stock-based awards.~~

~~The~~ reasonable ~~Company~~efforts ~~cannot~~to ~~currently~~file ~~determine~~with the ~~benefits,~~Securities ifand ~~any,~~Exchange Commission an exchange offer registration statement with respect to bean ~~paid~~exchange offer registered under the ~~Plan~~Securities inAct to exchange the ~~future~~Notes toof ~~the~~each ~~executive~~series ~~officers~~for an issue of ~~the~~another ~~Company,~~series ~~including~~of notes (the ~~Company’s~~“Exchange ~~named~~Notes”) ~~executive~~that ~~officers.~~are ~~The~~identical ~~description~~in ofall material respects to the ~~Plan~~applicable ~~set~~series ~~forth~~of ~~above~~Notes ~~does~~(except ~~not~~that ~~purport~~the toExchange beNotes ~~complete~~will ~~and~~not iscontain ~~qualified~~transfer restrictions or any increase in ~~its~~annual ~~entirety~~interest byrate) ~~reference~~within 180 days after September 24, 2012, (ii) use their commercially reasonable efforts to cause the ~~full~~exchange ~~text~~offer of registration statement to be declared effective under the ~~Plan,~~Securities aAct ~~copy~~within 365 days of ~~which~~September 24, is2012, ~~filed~~(iii) commence asthe ~~Exhibit~~exchange offer promptly, but no later than 10.1 tobusiness ~~this~~days ~~Current~~after ~~Report~~the onregistration ~~Form~~statement ~~8-K~~has become effective, (iv) hold the exchange offer open for not less than 20 business days and (v) complete isthe ~~incorporated~~exchange byoffer ~~reference~~no ~~herein~~later than 30 business days after the commencement of the exchange offer.

~~Employee~~If ~~Stock Purchase and Bonus Plan: On September 14, 2012,~~ the ~~Board of the Company adopted, and Tyco as the sole~~ ~~shareholder~~exchange ofoffer ~~the~~is ~~Company~~not ~~approved~~consummated, ~~the~~then ~~Pentair~~under ~~Ltd.~~certain ~~Employee~~circumstances ~~Stock Purchase~~ and ~~Bonus~~within ~~Plan~~specified ~~(the~~time ~~“ESPP”)~~periods, ~~which~~FIFSA ~~includes~~and ~~the~~New Pentair ~~Ltd.~~are ~~International~~required ~~Stock Purchase and Bonus Plan (the “ISPP”). The U.S. portion of the ESPP will be open~~ to ~~participation~~file bya ~~all~~shelf ~~“eligible~~registration ~~employees”~~statement ~~(as~~covering ~~defined~~resales ~~in the ESPP), which group includes the executive officers~~ of the ~~Company. The Plan will become effective upon the date that the Merger is consummated. Participation in the ESPP will be voluntary. Upon making the election to participate~~Notes, ~~participants~~use ~~may~~commercially ~~make~~reasonable ~~contributions~~efforts ~~under the ESPP either through payroll deductions (minimum $10 per month, maximum the lesser of $750 per month or 15% of the participant’s~~to ~~base~~cause ~~salary) or by lump sum contributions (maximum $3,000 per quarter). Each month the Company (or the participant’s employer) will make~~ a ~~matching~~shelf ~~contribution~~registration onstatement ~~behalf of each participant equal~~ to ~~25% of the contribution made by such participant through payroll deductions (a maximum of $187.50 per employee per month). No matching contribution will~~ be ~~made~~declared ~~with~~effective ~~respect to lump sum contributions. The ESPP agent will use contributions to purchase common shares of the Company on the open market, which are allocated to the participants’ accounts. The ESPP~~ and ~~the ISPP are successors~~ to ~~the~~keep ~~Pentair Employee Stock Purchase and Bonus Plan and~~ the ~~Pentair~~shelf ~~International~~registration ~~Stock~~statement ~~Purchase~~effective ~~and~~until ~~Bonus~~such ~~Plan,~~time ~~respectively,~~as ~~which were maintained by Pentair prior to~~ the ~~consummation~~Notes ofcease ~~the Merger, and Pentair’s previously disclosed undertaking not~~ to ~~purchase~~be onregistrable the open market shares in excess of 1,000,000 under the Employee Stock Purchase and Bonus Plan and 250,000 under the International Stock Purchase and Bonus Plan without shareholder approval apply to the ESPP and the ISPP, respectivelysecurities.

~~The~~Subject ~~Company~~to ~~cannot~~certain ~~currently determine the benefits~~limitations, ifFIFSA ~~any,~~will to be ~~paid~~required ~~under~~to ~~the~~pay ~~ESPP in~~ the ~~future~~holders toof the ~~executive~~Notes ~~officers~~special ofinterest on the ~~Company,~~ ~~including~~Notes ~~the~~if ~~Company’s~~FIFSA ~~named~~fails ~~executive~~to register ~~officers.~~the ~~The~~Notes ~~description~~or ofconsummate the ~~ESPP~~exchange ~~set~~offer ~~forth~~within, ~~above~~or ~~does~~to ~~not~~keep ~~purport~~such toregistration bestatement ~~complete~~effective ~~and~~during, isspecified ~~qualified~~time inperiods ~~its~~or ~~entirety~~if byFIFSA ~~reference~~requires holders to ~~the~~refrain ~~full~~from ~~text~~disposing of ~~the~~their ~~ESPP,~~registrable asecurities ~~copy~~for ofa ~~which~~period ~~is filed as~~exceeding ~~Exhibit~~60 ~~10.2~~days toin ~~this~~the ~~Current~~aggregate ~~Report~~during onany ~~Form~~consecutive 812-Kmonth ~~and is incorporated by reference herein~~period.

~~Item~~A 5copy of the Exchange and Registration Rights Agreement is attached hereto as Exhibit 4.034 ~~Amendments~~and tois ~~Articles~~incorporated herein by reference. The description of ~~Incorporation~~the orExchange ~~Bylaws;~~and ~~Change~~Registration Rights Agreement in ~~Fiscal~~this ~~Year~~report is a summary only and is qualified in its entirety by the terms of the Exchange and Registration Rights Agreement.

~~Amendments~~ITEM 2.03 toCreation ~~the~~of ~~Articles~~a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of ~~Association~~a Registrant.

OnSee ~~September 14, 2012,~~disclosure ~~the~~contained ~~Board~~in ~~approved and recommended for approval by the Company’s sole shareholder, and Tyco as the Company’s sole shareholder approved, certain amendments to its Articles of Association, including (i)~~Item ~~a change of the Company’s current name from Tyco Flow Control International Ltd~~1.01 ~~to Pentair Ltd.~~above, ~~(ii) an~~which ~~increase~~is ofincorporated ~~the~~herein ~~nominal share capital of the Company~~ by an amount of CHF 46,500,000 from CHF 60,000,000 to CHF 106,500,000, (iii) an increase of the number of shares issuable on the basis of the Company’s authorized share capital from 30,000,000 shares to 106,500,000 shares, together with an amendment to the Board’s authority to limit or exclude shareholder preemptive rights, and (iv) an increase of the number of shares issuable on the basis of the Company’s conditional share capital (1) from 12,000,000 shares to 25,000,000 shares for use in connection with equity-based compensation and similar plans, and (2) from 12,000,000 shares to 81,500,000 shares for use in connection with convertible debt and similar instruments, together with an amendment to the Board’s authority to limit or exclude shareholder advance subscription rightsreference. ~~The Board~~ ~~also proposed, and Tyco as the sole shareholder resolved, to amend and restate the current~~

~~Articles~~ITEM ~~of Association in their entirety (the “Amended and Restated Articles of Association”)~~9.01 ~~The~~Financial ~~Amended~~Statements and ~~Restated Articles of Association were filed with the Commercial Register of the Canton of Schaffhausen, in Switzerland and became effective on September 14, 2012~~Exhibits.

~~The~~(d) preceding is a summary of the amendments to the Articles of Association and is qualified in its entirety by reference to the Amended and Restated Articles of Association a copy of which is attached as Exhibit 3.1 to the Company’s Form 10-Q filed on September 17, 2012 and incorporated herein by reference.

Change in Fiscal Year


Exhibit No.		Description

4.1		Indenture, dated as of September 24, 2012, among Tyco Flow Control International Finance S.A. (as Issuer), Pentair Ltd. (as Guarantor) and Wells Fargo Bank, National Association (as Trustee).

4.2		First Supplemental Indenture, dated as of September 24, 2012, among Tyco Flow Control International Finance S.A. (as Issuer), Pentair Ltd. (as Guarantor), Pentair, Inc. and Wells Fargo Bank, National Association (as Trustee).

4.3		Second Supplemental Indenture, dated as of September 24, 2012, among Tyco Flow Control International Finance S.A. (as Issuer), Pentair Ltd. (as Guarantor), Pentair, Inc. and Wells Fargo Bank, National Association (as Trustee).

4.4		Exchange and Registration Rights Agreement among Tyco Flow Control International Finance S.A., Pentair Ltd. and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and U.S. Bancorp Investments, Inc. (as representatives of the several Purchasers), dated as of September 24, 2012.

On September 14, 2012, the Board of the Company approved a change to the Company’s fiscal year end from September 28, 2012 to December 31, the fiscal year end of Pentair, the accounting acquiror in the Merger. Starting with the periodic report for the quarter in which the Merger will be completed, the Company will file annual and quarterly reports based on a December 31 fiscal year. Such financial statements will reflect the operating results of Pentair for periods prior to the Merger, and Pentair and the Company for periods following the Merger. In reliance on Section III F of the SEC’s Division of Corporate Finance: Frequently Requested Accounting and Financial Reporting Interpretations and Guidance dated March 31, 2001, the Company does not intend to file a transition report, but will include in a Form 8-K to be filed upon the Closing financial statements of Pentair as required by such guidance.

Item 8.01 Other Events.

The information set forth in Items 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed herewith:

Exhibit		Description
3.1		Pentair Ltd. Amended and Restated Articles of Association (included as an Exhibit to the Registrant’s Form 10-Q filed on September 17, 2012 and incorporated herein by reference)
10.1		Pentair Ltd. 2012 Stock and Incentive Plan.
10.2		Pentair Ltd. Employee Stock Purchase and Bonus Plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned, ~~thereunto~~hereunto duly authorized.

Date: September 20, 2012		PENTAIR LTD.
		By: /s/ John S. Jenkins, Jr.
		Name: John S. Jenkins, Jr.
		Title: Director


PENTAIR LTD.
(Registrant)

By:	/s/ John Jenkins
	Name:	John Jenkins
	Title:	Director

~~PENTAIR~~Date: ~~LTD.~~September 24, 2012

~~Exhibit~~EXHIBIT ~~Index~~INDEX ~~to Current Report on Form 8-K~~

Dated September 20, 2012


Exhibit No.		Description

4.1		Indenture, dated as of September 24, 2012, among Tyco Flow Control International Finance S.A. (as Issuer), Pentair Ltd. (as Guarantor) and Wells Fargo Bank, National Association (as Trustee).

4.2		First Supplemental Indenture, dated as of September 24, 2012, among Tyco Flow Control International Finance S.A. (as Issuer), Pentair Ltd. (as Guarantor), Pentair, Inc. and Wells Fargo Bank, National Association (as Trustee).

4.3		Second Supplemental Indenture, dated as of September 24, 2012, among Tyco Flow Control International Finance S.A. (as Issuer), Pentair Ltd. (as Guarantor), Pentair, Inc. and Wells Fargo Bank, National Association (as Trustee).

4.4		Exchange and Registration Rights Agreement among Tyco Flow Control International Finance S.A., Pentair Ltd. and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and U.S. Bancorp Investments, Inc. (as representatives of the several Purchasers), dated as of September 24, 2012.

Exhibit Number		Description
3.1		Pentair Ltd. Amended and Restated Articles of Association (included as an Exhibit to the Registrant’s Form 10-Q filed on September 17, 2012 and incorporated herein by reference)
10.1		Pentair Ltd. 2012 Stock and Incentive Plan.
10.2		Pentair Ltd. Employee Stock Purchase and Bonus Plan.

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