Andrew C Dahlgren Form 3 DONALDSON / Andrew C Dahlgren ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Dahlgren Andrew C

(Last) (First) (Middle)

PO BOX 1299

(Street)

MINNEAPOLIS MN 55440

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2022

3. Issuer Name and Ticker or Trading Symbol
DONALDSON Co INC [ DCI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,150	D
Common Stock	47	I	By Benefit Plan Trust 1
Common Stock	11,484	I	By Benefit Plan Trust 2

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock	(1)	12/07/2022	Common Stock	3,500	33.58	D
Common Stock	(1)	12/06/2023	Common Stock	2,500	42.05	D
Common Stock	(1)	12/05/2024	Common Stock	2,500	38.78	D
Common Stock	(1)	12/17/2025	Common Stock	3,000	28	D
Common Stock	(1)	12/16/2026	Common Stock	3,000	42.72	D
Common Stock	(1)	09/22/2027	Common Stock	2,000	45.43	D
Common Stock	(1)	09/21/2028	Common Stock	4,000	59.18	D
Common Stock	(1)	09/26/2029	Common Stock	11,300	51.61	D
Common Stock	(2)	09/24/2030	Common Stock	11,800	46.06	D
Common Stock	(3)	09/23/2031	Common Stock	10,500	59.4	D
Common Stock	(4)	09/22/2032	Common Stock	16,100	50.89	D

Explanation of Responses:

1. Fully vested

2. The option vests in three equal annual installments beginning on September 24, 2021.

3. The option vests in three equal annual installments beginning on September 23, 2022.

4. The option vests in three equal annual installments beginning on September 22, 2023.

Remarks:

	Amy C. Becker, Attorney-in-Fact	11/08/2022
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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