DOVER Corp — Director's Dealing 2012

Feb 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOVER Corp (DOV)
CIK: 0000029905
Period of Report: 2012-02-09

Reporting Person: Zhang Michael (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-09	Common Stock	M	1519	—	Acquired	3753.6697	Direct
2012-02-09	Common Stock	F	44	$65.38	Disposed	3709.6697	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-09	Performance Shares	$	M	1376	Disposed		Common Stock (1376)	Direct
2012-02-09	Stock Appreciation Right	$65.38	A	13460	Acquired	2022-02-09	Common Stock (13460)	Direct
2012-02-09	Performance Shares	$	A	918	Acquired		Common Stock (918)	Direct

Footnotes

F1: Represents settlement of performance shares representing 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 for the three-year performance period ended 12/31/2011. Amount of actual shares issued upon settlement of the award could vary from 0% to 200% of the target grant of 1,376 performance shares.

F2: 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 12/31/2014.

F3: 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.