Sec Form 4 Filing - SZEWS CHARLES L @ GARDNER DENVER INC - 2013-03-14

Insider filing report for Changes in Beneficial Ownership
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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
SZEWS CHARLES L
2. Issuer Name and Ticker or Trading Symbol
GARDNER DENVER INC [ GDI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
OSHKOSH CORPORATION, 2307 OREGON STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/14/2013
(Street)
OSHKOSH, WI54902
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 03/15/2013 M 2,800 A $ 48.84 8,129 D
Common Stock 03/15/2013 S 2,800 D $ 74.9222 ( 1 ) 5,329 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
Nonemployee Director Stock Option (Right-to-buy) ( 2 ) $ 48.84 03/15/2013 M 2,800 ( 3 ) 05/07/2013 Common Stock 2,800 $ 0 0 D
Phantom Stock Units ( 4 ) 03/14/2013 A 6.3 ( 5 ) ( 6 ) ( 6 ) Common Stock 6.3 $ 70.8867 8,978.8 ( 7 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SZEWS CHARLES L
OSHKOSH CORPORATION
2307 OREGON STREET
OSHKOSH, WI54902
X
Signatures
/s/ Brent A. Walters, Attorney-in-fact 03/18/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.91 to $74.9345, inclusive. The reporting person undertakes to provide Gardner Denver, Inc., any security holder of Gardner Denver, Inc. or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1) to this Form 4.
( 2 )Options granted under the Company's Long-Term Incentive Plan, as amended, a Rule 16b-3 plan.
( 3 )Options vested in one installment on May 7, 2009.
( 4 )The security converts to common stock on a one-for-one basis.
( 5 )Each unit was credited for the dividend equivalent as of the dividend record date pursuant to the Company's Phantom Stock Plan for Outside Directors ("Phantom Plan").
( 6 )The cash value of these units will be distributed to the director or beneficiary on the first day of the month following the date upon which the director ceases to be a director of the Company for any reason (unless otherwise elected by the director in accordance with the terms of the Phantom Plan).
( 7 )Cumulative phantom stock units accumulated by director during his Board tenure.

Remarks:
Brent A. Walters, Attorney-in-fact for Charles L. Szews, pursuant to Power of Attorney dated November 13, 2009 and filed with the SEC on January 5, 2010.

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