DOUGLAS DYNAMICS, INC — Director's Dealing 2014

Mar 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOUGLAS DYNAMICS, INC (PLOW)
CIK: 0001287213
Period of Report: 2014-03-05

Reporting Person: Adamson Mark (VP, Sales and Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-05	Common Stock	A	12930	—	Acquired	40325	Direct
2014-03-06	Common Stock	S	1747	$16.3023	Disposed	38578	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock option (right to buy)	$4.21	2017-08-27	Common Stock (26350)	26350	Direct

Footnotes

F1: Includes 4,899 shares that will vest in three equal annual installments and 5,354 shares that will vest in two equal annual installments, in each case beginning on March 5, 2015.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F3: The price in Column 4 is a weighted average price. The prices actually received ranged from $16.30 to $16.32. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

F4: The option became fully exercisable on an accelerated basis on May 20, 2011.