Sec Form 4 Filing - Livingston Robert @ DOVER Corp - 2018-02-09

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
Livingston Robert
2. Issuer Name and Ticker or Trading Symbol
DOVER Corp [ DOV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO and President
(Last) (First) (Middle)
C/O DOVER CORPORATION, 3005 HIGHLAND PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
02/09/2018
(Street)
DOWNERS GROVE, IL60515
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 02/09/2018 A 13,867 ( 1 ) A $ 0 ( 1 ) 214,406 D
Common Stock 18,035 I By 401(k) Plan
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 Appreciation Right $ 97.35 02/09/2018 A 166,410 ( 2 ) 02/09/2021( 2 ) 02/09/2028( 2 ) Common Stock 166,410 $ 0 166,410 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Livingston Robert
C/O DOVER CORPORATION
3005 HIGHLAND PARKWAY
DOWNERS GROVE, IL60515
X CEO and President
Signatures
/s/ Robert Livingston by Alison M. Rhoten, Attorney-in-fact 02/13/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents grant of restricted stock units ("RSUs") under the 2012 Equity Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of Dover common stock. The RSUs will vest in three annual tranches beginning on March 15, 2019. The Reporting Person is eligible for retirement treatment under the Plan which entitles him to have the RSUs continue to vest following retirement. Pursuant to the terms of this grant, if the Reporting Person retires prior to the vesting date for any tranche the number of RSUs of that tranche and any other remaining tranche will be adjusted on a pro rata basis based on the number of days he was employed on and after January 1, 2018 divided by 365 (for the first tranche), 730 (for the second tranche) or 1095 (for the third tranche). All forms of equity compensation granted to the Reporting Person on February 9, 2018 are subject to a similar pro rata construct.
( 2 )The Reporting Person is eligible for retirement treatment under the Plan which entitles him to have the SSARs continue to vest if he retires prior to January 9, 2021. Pursuant to the terms of the grant, if the Reporting Person retires prior to 2/9/2021, the number of SSARs will be adjusted on a pro rata basis based on the number of days he was employed from the period January 1, 2018 through December 31, 2020 divided by 1095.

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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