DONALDSON Co INC — Director's Dealing 2012

Jan 12, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2012-01-10

Reporting Person: Timm David W (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-10	Common Stock	A	6000	$17.78	Acquired	34556	Direct
2012-01-10	Common Stock	S	6000	$69.73	Disposed	28556	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-10	Employee Stock Option (right to buy)	$17.78	M	6000	Disposed	2012-12-05	Common Stock (0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	941	Indirect
Common Stock	24500	Indirect

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 $69.71 - $69.80, 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.