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: COOK WILLIAM M (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-25	Common Stock	G	3900	—	Disposed	0	Indirect
2012-08-29	Common Stock	M	43000	$8.89	Acquired	977796	Direct
2012-08-29	Common Stock	F	24550	$35.40	Disposed	953246	Direct
2012-08-29	Common Stock	M	76000	$15.19	Acquired	1029246	Direct
2012-08-29	Common Stock	F	51139	$35.40	Disposed	978107	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-29	Employee Stock Option (right to buy)	$8.89	M	43000	Disposed	2012-12-05	Common Stock (43000)	Direct
2012-08-29	Employee Stock Option (right to buy)	$35.40	A	24550	Acquired	2012-12-05	Common Stock (24550)	Direct
2012-08-29	Employee Stock Option (right to buy)	$15.19	M	76000	Disposed	2013-12-05	Common Stock (76000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	33705	Indirect
Common Stock	93429	Indirect