Securities Exchange Act of 1934
Rule 12g-3

September 20, 2012

Response of the Office of Chief Counsel
Division of Corporation Finance

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

• The Transaction will constitute a "succession" for purposes of Rule 12g-3(a) under the Exchange Act and New Pentair will be a "large accelerated filer" for purposes of Rule 12b-2 under the Exchange Act.
   
• New Pentair may take into account Pentair's and Flow Control Segment's reporting histories under the Exchange Act in determining its eligibility to use Form S-3. Pentair's and Flow Control Segment's reporting histories under the Exchange Act may also be used in determining whether New Pentair: (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's and Flow Control Segment's Exchange Act reporting histories may be taken into account when determining New Pentair's compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act.
   
• The Division will not object if New Pentair, as successor to Pentair, does not file new registration statements under the Securities Act for ongoing offerings of securities covered by the Pentair's currently effective registration statements on Form S-8, provided that New Pentair adopts Pentair's registration statements by filing post-effective amendments pursuant to Rule 414 under 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.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2012/pentair092012-12g3.htm