DOVER Corp — Director's Dealing 2011

Feb 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOVER CORP (DOV)
CIK: 0000029905
Period of Report: 2011-02-10

Reporting Person: MCKAY RAYMOND T (Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-11	Common Stock	P	4000	$66.4632	Acquired	21276	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-10	Stock Appreciation Right	$66.59	A	19823	Acquired	2021-02-10	Common Stock (19823)	Direct
2011-02-10	Performance Shares	$	A	1352	Acquired		Common Stock (1352)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.43 to $66.48, inclusive. The reporting person undertakes to provide to Dover Corporation, 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.

F2: Shares held jointly with spouse; amount reflects correction of prior computational error.

F3: Each performance share represents a contingent right to receive shares of Dover common stock, based on Dover's relative total shareholder return versus that of Dover's peer group over the three-year performance period ending 12/31/2013.

F4: Represents target grant amount. The actual number of shares that will be paid in respect of the performance share award may range from 0% to 200% of the target grant.