DONALDSON Co INC — Director's Dealing 2013

Sep 13, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2013-09-13

Reporting Person: Ward Jay L (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-13	Common Stock	M	5000	$15.25	Acquired	56420	Direct
2013-09-13	Common Stock	F	3004	$38.27	Disposed	53416	Direct
2013-09-13	Common Stock	M	9000	$21.20	Acquired	62416	Direct
2013-09-13	Common Stock	F	6335	$38.27	Disposed	56081	Direct
2013-09-13	Common Stock	S	2600	$38.06	Disposed	53481	Direct
2013-09-13	Common Stock	G	1500	—	Disposed	51981	Direct
2013-09-13	Common Stock	G	275	—	Disposed	51706	Direct
2013-09-13	Common Stock	G	250	—	Disposed	51456	Direct
2013-09-13	Common Stock	G	150	—	Disposed	51306	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-09-13	Employee Stock Option (right to buy)	$15.25	M	5000	Disposed	2015-01-18	Common Stock (5000)	Direct
2013-09-13	Employee Stock Option (right to buy)	$21.20	M	9000	Disposed	2019-12-11	Common Stock (9000)	Direct
2013-09-13	Employee Stock Option (right to buy)	$38.27	A	6335	Acquired	2019-12-11	Common Stock (6335)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2243	Indirect
Common Stock	14296	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 $37.97 - $38.12, 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.