DONALDSON Co INC — Director's Dealing 2014

May 29, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2014-05-28

Reporting Person: MILLER PAUL DAVID (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-28	Common Stock	M	14400	$15.18	Acquired	45590	Direct
2014-05-28	Common Stock	S	14400	$41.39	Disposed	31190	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-28	Employee Stock Option (right to buy)	$15.18	M	14400	Disposed	2014-12-01	Common Stock (14400)	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 $41.30 - $41.54, 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.