DONALDSON Co INC — Director's Dealing 2012

Sep 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2012-09-06

Reporting Person: MCMURRAY CHARLES J (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-06	Common Stock	M	14000	$15.35	Acquired	131330	Direct
2012-09-06	Common Stock	F	8634	$35.66	Disposed	122696	Direct
2012-09-06	Common Stock	M	18000	$15.19	Acquired	140696	Direct
2012-09-06	Common Stock	F	11047	$35.66	Disposed	129649	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-06	Employee Stock Option (right to buy)	$15.35	M	14000	Disposed	2014-12-07	Common Stock (14000)	Direct
2012-09-06	Employee Stock Option (right to buy)	$35.66	A	8634	Acquired	2014-12-07	Common Stock (8634)	Direct
2012-09-06	Employee Stock Option (right to buy)	$15.19	M	18000	Disposed	2013-12-05	Common Stock (18000)	Direct
2012-09-06	Employee Stock Option (right to buy)	$35.66	A	11047	Acquired	2013-12-05	Common Stock (11047)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4987	Indirect
Common Stock	45304	Indirect