DONALDSON Co INC — Director's Dealing 2012

Aug 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2012-08-29

Reporting Person: GRUNDHOFER JOHN F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-29	Common Stock	M	9354	$23.37	Acquired	67645	Direct
2012-08-29	Common Stock	F	6173	$35.40	Disposed	61472	Direct
2012-08-29	Common Stock	M	9146	$23.37	Acquired	70618	Direct
2012-08-29	Common Stock	F	6036	$35.40	Disposed	64582	Direct
2012-08-29	Common Stock	M	14400	$22.77	Acquired	78982	Direct
2012-08-29	Common Stock	F	9260	$35.40	Disposed	69722	Direct
2012-08-29	Common Stock	M	4800	$29.50	Acquired	74522	Direct
2012-08-29	Common Stock	F	4000	$35.40	Disposed	70522	Direct
2012-08-29	Common Stock	G	12231	—	Disposed	58291	Direct
2012-08-29	Common Stock	G	12231	—	Acquired	73267	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-29	Employee Stock Option (right to buy)	$23.37	M	9354	Disposed	2014-12-01	Common Stock (9354)	Direct
2012-08-29	Employee Stock Option (right to buy)	$23.37	M	9146	Disposed	2013-12-01	Common Stock (9146)	Direct
2012-08-29	Employee Stock Option (right to buy)	$22.77	M	14400	Disposed	2018-01-02	Common Stock (14400)	Direct
2012-08-29	Employee Stock Option (right to buy)	$29.50	M	4800	Disposed	2021-01-02	Common Stock (4800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3500	Indirect