DONALDSON Co INC — Director's Dealing 2012

Jan 9, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2012-01-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-06	Common Stock	M	21500	$17.78	Acquired	476091	Direct
2012-01-06	Common Stock	F	10972	$69.06	Disposed	465119	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-06	Employee Stock Option (right to buy)	$17.78	M	21500	Disposed	2012-12-05	Common Stock (0)	Direct
2012-01-06	Employee Stock Option (right to buy)	$69.06	F	10972	Acquired	2012-12-05	Common Stock (10972)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3900	Indirect
Common Stock	16584	Indirect
Common Stock	46380	Indirect