DOUGLAS DYNAMICS, INC — Director's Dealing 2011

May 23, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOUGLAS DYNAMICS, INC (PLOW)
CIK: 0001287213
Period of Report: 2011-05-20

Reporting Person: Aurora Advisors II LLC (10% Owner)
Reporting Person: AURORA CAPITAL PARTNERS II L P (10% Owner)
Reporting Person: Aurora Equity Partners II LP (10% Owner)
Reporting Person: Aurora Overseas Advisors II LDC (10% Owner)
Reporting Person: Aurora Overseas Capital Partners II LP (10% Owner)
Reporting Person: Aurora Overseas Equity Partners II LP (10% Owner)
Reporting Person: Mapes John T (10% Owner)
Reporting Person: PARSKY GERALD L (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-20	Common Stock	S	2973575	$14.20	Disposed	1511959	Direct
2011-05-20	Common Stock	S	12389	$14.20	Disposed	6300	Direct
2011-05-20	Common Stock	S	4956	$14.20	Disposed	2520	Direct

Footnotes

F1: Consists of 2,934,622 shares sold by Aurora Equity Partners II L.P. ("AEPII") and 38,953 shares sold by Aurora Overseas Equity Partners II, L.P. ("AOEPII").

F2: Consists of 1,492,152 shares held by AEPII and 19,807 shares held by AOEPII.

F3: Aurora Capital Partners II LP ("ACPII") is the general partner of AEPII. Aurora Overseas Capital Partners II, LP ("AOCPII") is the general partner of AOEPII. Aurora Advisors II LLC ("AAII") is the general partner of ACPII. Aurora Overseas Advisors II, LDC ("AOAII") is the general partner of AOCPII. AEPII, AOEPII, ACPII, AOCPII, AAII, and AOAII are collectively referred to as the "Aurora Entities." In their capacities as direct or indirect general partners of AEPII and/or AOEPII, ACPII, AOCPII, AAII, and AOAII may be deemed to have a pecuniary interest in an indeterminable portion of the shares owned or controlled by AEPII and AOEPII. ACPII, AOCPII, AAII, and AOAII disclaim beneficial ownership of all such shares except to the extent that they may be deemed to have a pecuniary interest therein.

F4: Messrs. Mapes and Parsky are controlling persons of the Aurora Entities. As such, they may be deemed to have a pecuniary interest in an indeterminable portion of the shares owned or controlled by the Aurora Entities. Messrs. Mapes and Parsky disclaim beneficial ownership of all such shares except to the extent that they may be deemed to have a pecuniary interest therein.

F5: These securities are owned solely by Mr. Parsky through a 401(k) account.

F6: These securities are owned solely by Mr. Mapes through a 401(k) account.