OSHKOSH CORP — Director's Dealing 2014

Nov 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OSHKOSH CORP (OSK)
CIK: 0000775158
Period of Report: 2014-11-21

Reporting Person: May Marek W. (Senior VP, Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-21	Common Stock	M	1667	$28.73	Acquired	11298.013	Direct
2014-11-21	Common Stock	S	1228	$48.44	Disposed	10070.013	Direct
2014-11-21	Common Stock	M	3333	$28.96	Acquired	13403.013	Direct
2014-11-21	Common Stock	S	2466	$48.43	Disposed	10946.063	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-21	Options	$28.73	M	1667	Disposed	2017-09-20	Common Stock (1667)	Direct
2014-11-21	Options	$28.96	M	3333	Disposed	2019-09-17	Common Stock (3333)	Direct

Footnotes

F1: Represents weighted average price. Individual sales by lot ranged from $48.42 to $48.47. The Company will provide, upon request by the SEC staff, the full information regarding the number of shares purchased or sold at each separate price.

F2: Represents weighted average price. Individual sales by lot ranged from $48.42 to $48.44. The Company will provide, upon request by the SEC staff, the full information regarding the number of shares purchased or sold at each separate price.

F3: Amount includes a total of 68.05 shares acquired under the Oshkosh Corporation Employee Stock Purchase Plan through 11/24/2014. Between 9/17/2013 and 11/24/2014, the reporting person acquired 9.05 shares under the Oshkosh Corporation Employee Stock Purchase Plan.

F4: Option (right to buy) granted pursuant to the Company's Stock Plan.

F5: Options vest in one-third (1/3) annual increments commencing on 09/20/2011.

F6: Options vest in one-third (1/3) annual increments commencing on 9/17/2013.