SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Larsen Michael M

(Last) (First) (Middle)
GARDNER DENVER, INC.
1500 LIBERTY RIDGE DRIVE, SUITE 3000

(Street)
WAYNE PA 19087

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GARDNER DENVER INC [ GDI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, CEO & CFO
3. Date of Earliest Transaction (Month/Day/Year)
07/30/2013
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 07/30/2013 D 26(1) D (2) 0 I 401K & Excess 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Employee Stock Option (Right-to-buy) $54.64 07/30/2013 D 7,100 (3) 10/11/2017 Common Stock 7,100 (3) 0 D
Employee Stock Option (Right-to-buy) $75.83 07/30/2013 D 6,500 (3) 02/21/2018 Common Stock 6,500 (3) 0 D
Employee Stock Option (Right-to-buy) $71.28 07/30/2013 D 9,920 (3) 02/20/2019 Common Stock 9,920 (3) 0 D
Restricted Stock Units (4) 07/30/2013 D 2,400 (5) (5) Common Stock 2,400 (5) 0 D
Restricted Stock Units (4) 07/30/2013 D 3,050 (5) (5) Common Stock 3,050 (5) 0 D
Restricted Stock Units (4) 07/30/2013 D 8,724 (5) (5) Common Stock 8,724 (5) 0 D
Restricted Stock Units (4) 07/30/2013 D 4,380 (5) (5) Common Stock 4,380 (5) 0 D
Restricted Stock Units (4) 07/30/2013 D 15,847 (5) (5) Common Stock 15,847 (5) 0 D
Restricted Stock Units (4) 07/30/2013 D 18,439 (5) (5) Common Stock 18,439 (5) 0 D
Explanation of Responses:
1. The reporting person acquired shares under the Company's Retirement Savings Plan, a 401(K) plan, and the related Supplemental Excess Defined Contribution Plan. The information reported herein is based on a report dated July 24, 2013 from the Plan's recordkeeper, JPMorgan.
2. Disposed of pursuant to the Agreement and Plan of Merger, dated as of March 7, 2013, by and among Gardner Denver, Inc. (the "Company"), Renaissance Parent Corp. and Renaissance Acquisition Corp. (the "Merger Agreement") in exchange for a cash payment of $76.00 per share.
3. Pursuant to the Merger Agreement, each outstanding option, whether vested or unvested, was canceled and converted into the right to receive a cash payment representing the amount, if any, by which $76.00 exceeded the exercise price per share of common stock underlying each option.
4. Each restricted stock unit was the economic equivalent of one share of the Company's Common Stock.
5. Pursuant to the Merger Agreement, any vesting conditions or restrictions applicable to each Restricted Stock Unit lapsed as of the effective time of the merger and each Restricted Stock Unit was converted into the right to receive a cash payment of $76.00 for each share of common stock underlying a Restricted Stock Unit.
Remarks:
Brent A. Walters, Attorney-in-fact for Michael M. Larsen, pursuant to Power of Attorney dated October 11, 2010 and filed with the SEC on October 13, 2010.
Brent A. Walters, Attorney-in-fact 08/01/2013
** 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 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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