DOVER Corp — Director's Dealing 2016

Feb 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOVER Corp (DOV)
CIK: 0000029905
Period of Report: 2016-02-11

Reporting Person: Livingston Robert (Director, CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-11	Common Stock	M	13832	—	Acquired	178544	Direct
2016-02-11	Common Stock	F	4297	$57.25	Disposed	174247	Direct
2016-02-11	Common Stock	A	22707	—	Acquired	196954	Direct
2016-02-12	Common Stock	F	2047	$58.465	Disposed	194907	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-11	Performance Shares	$	M	18948	Disposed		Common Stock (18948)	Direct
2016-02-11	Stock Appreciation Right	$57.25	A	272489	Acquired	2026-02-11	Common Stock (272489)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	16899	Indirect

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 12/31/2015. The Reporting Person's Issuer equity awards outstanding as of February 28, 2014, including the performance shares award, have been adjusted in connection with the separation of Knowles Corporation from the Issuer that was effected on February 28, 2014, to preserve the value of the Issuer securities as contemplated in the Employee Matters Agreement that was entered into by the Issuer and Knowles Corporation on that date.

F2: Represents grant of restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Dover common stock. The restricted stock units will vest in three annual installments beginning on March 15, 2017.

F3: Shares withheld for taxes upon partial vesting of restricted stock units granted on February 12, 2015.