Edgar Filing: CORNELL HELEN W

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CORNELL HELEN W

2. Issuer Name and Ticker or Trading Symbol
GARDNER DENVER INC [GDI]

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

_____ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP, Finance & CFO

(Last)

(First)

(Middle)

GARDNER DENVER, INC., 1800 GARDNER EXPRESSWAY

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2009

(Street)

QUINCY, IL 62305

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/17/2009		M		7,326	A	$ 9.85	11,440	D
Common Stock	11/17/2009		M		9,332	A	$ 9.98	20,772	D
Common Stock	11/17/2009		M		13,664	A	$ 8.84	34,436	D
Common Stock	11/17/2009		M		7,922	A	$ 14.51	42,358	D
Common Stock	11/17/2009		M		6,392	A	$ 20.09	48,750	D
Common Stock	11/17/2009		F		13,246	D	$ 39.96	35,504	D
Common Stock	11/18/2009		M		5,674	A	$ 9.85	41,178	D
Common Stock	11/18/2009		M		4,668	A	$ 9.98	45,846	D
Common Stock	11/18/2009		M		5,536	A	$ 8.84	51,382	D
Common Stock	11/18/2009		M		6,878	A	$ 14.51	58,260	D
Common Stock	11/18/2009		M		9,144	A	$ 20.09	67,404	D
Common Stock	11/18/2009		S		31,900	D	$ 39.13	35,504	D
Common Stock								109,628 ⁽¹⁾	I	Trusts
Common Stock								7,960 ⁽²⁾	I	401(K) & Excess Plan

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employer Stock Option (Right-to-buy)

$ 9.85

11/17/2009

7,326

⁽³⁾

02/26/2011

Common Stock

$ 0

Employer Stock Option (Right-to-buy)

$ 9.98

11/17/2009

9,332

⁽³⁾

02/25/2012

Common Stock

$ 0

Employer Stock Option (Right-to-buy)

$ 8.84

11/17/2009

13,664

⁽³⁾

02/24/2013

Common Stock

$ 0

Employer Stock Option (Right-to-buy)

$ 14.51

11/17/2009

7,922

⁽³⁾

02/23/2011

Common Stock

$ 0

Employer Stock Option (Right-to-buy)

$ 20.09

11/17/2009

6,392

⁽³⁾

02/21/2012

Common Stock

$ 0

Employer Stock Option (Right-to-buy)

$ 9.85

11/18/2009

5,674

⁽³⁾

02/26/2011

Common Stock

$ 0

Employer Stock Option (Right-to-buy)

$ 9.98

11/18/2009

4,668

⁽³⁾

02/25/2012

Common Stock

$ 0

Employer Stock Option (Right-to-buy)

$ 8.84

11/18/2009

5,536

⁽³⁾

02/24/2013

Common Stock

$ 0

Employer Stock Option (Right-to-buy)

$ 14.51

11/18/2009

6,878

⁽³⁾

02/23/2011

Common Stock

$ 0

Employer Stock Option (Right-to-buy)

$ 20.09

11/18/2009

9,144

⁽³⁾

02/21/2012

Common Stock

14,464

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CORNELL HELEN W GARDNER DENVER, INC. 1800 GARDNER EXPRESSWAY QUINCY, IL 62305		X	EVP, Finance & CFO

Signatures

/s/Diana C. Toman, Attorney-in-fact		11/18/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares held in Mrs. Cornell's Revocable Trust; John L. Cornell Irrevocable Trust; and Patrick O. Cornell Irrevocable Trust. Mrs. Cornell's spouse, John W. Cornell, serves as trustee for both children's trusts.
(2)	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 as of November 19, 2009 from the Plan's recordkeeper, JPMorgan.
(3)	The options, granted under the Company's Amended and Restated Long-Term Incentive Plan, became exerciseable in cumulative increments of one-third each beginning the year following the grant date.
Remarks: Diana C. Toman, Attorney-in-fact for Helen W. Cornell, pursuant to Power of Attorney dated May 6, 2008 and filed with the SEC on June 10, 2008.

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