Sec Form 4 Filing - JAFFEE DANIEL S @ OIL DRI CORP OF AMERICA - 2012-07-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person JAFFEE DANIEL S 2. Issuer Name and Ticker or Trading Symbol OIL DRI CORP OF AMERICA [ ODC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 410 N. MICHIGAN AVE., SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 07/17/2012 (Street) CHICAGO, IL60611-4213 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/17/2012 C( 2 ) 5,000 A $ 0 5,000 D Common Stock 07/17/2012 S 5,000 D $ 21.57 ( 3 ) 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options (Right to Buy) $ 9.432 07/17/2012 M( 1 ) 5,000 09/23/2005 09/23/2013 Common Stock 5,000 $ 0 5,000 D Class B Stock $ 0 ( 2 ) 07/17/2012 M( 2 ) 5,000 ( 2 ) ( 2 ) Common Stock 5,000 $ 0 271,028 D Class B Stock $ 0 ( 2 ) 07/17/2012 C( 2 ) 5,000 ( 2 ) ( 2 ) Common Stock 5,000 $ 0 266,028 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other JAFFEE DANIEL S 410 N. MICHIGAN AVE. SUITE 400 CHICAGO, IL60611-4213 X President and CEO Signatures /s/ Douglas A. Graham by Power of Attorney 07/19/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Exercise of employee stock options pursuant to the Oil-Dri Corporation of America 1995 Long-Term Incentive Plan in a transaction exempt under rule 16b-3. ( 2 )Conversion of Class B Stock to Common Stock. Class B Stock may be converted at any time at the option of the holder into Common Stock on a share for share basis. See note 134 to SEC Release 34-288691. ( 3 )This transaction was executed in multiple trades at prices ranging from $21.50 to $21.84. The price reported above reflects the weighted average sale price rounded to the nearest cent. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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