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: EUGSTER JACK W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-29	Common Stock	M	4498	$29.74	Acquired	122855	Direct
2012-08-29	Common Stock	F	3778	$35.40	Disposed	119077	Direct
2012-08-29	Common Stock	M	14400	$15.18	Acquired	133477	Direct
2012-08-29	Common Stock	F	6174	$35.40	Disposed	127303	Direct
2012-08-29	Common Stock	M	7200	$14.84	Acquired	134503	Direct
2012-08-29	Common Stock	F	3018	$35.40	Disposed	131485	Direct
2012-08-29	Common Stock	S	13128	$35.30	Disposed	118357	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-29	Employee Stock Option (right to buy)	$29.74	M	4498	Disposed	2012-12-02	Common Stock (4498)	Direct
2012-08-29	Employee Stock Option (right to buy)	$15.18	M	14400	Disposed	2014-12-01	Common Stock (14400)	Direct
2012-08-29	Employee Stock Option (right to buy)	$35.40	A	6174	Acquired	2014-12-01	Common Stock (6714)	Direct
2012-08-29	Employee Stock Option (right to buy)	$14.84	M	7200	Disposed	2013-12-01	Common Stock (7200)	Direct
2012-08-29	Employee Stock Option (right to buy)	$35.40	A	3018	Acquired	2013-12-01	Common Stock (3018)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at a price ranging from $35.25 - $35.39, inclusive. The reporting person undertakes to provide to Donaldson Company, Inc., any security holder of Donaldson Company, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.