Edgar Filing: GARDNER DENVER INC

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 ^*

PAGLIARA TRACY D

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)
VP Admin, Gen Counsel & Sec

(Last)

(First)

(Middle)

GARDNER DENVER, INC., 1800 GARDNER EXPRESSWAY

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2006

(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	11/21/2006		M		3,560	A	$ 9.85	54,822	D
Common Stock	11/21/2006		M		4,668	A	$ 9.98	59,490	D
Common Stock	11/21/2006		M		6,736	A	$ 8.84	66,226	D
Common Stock	11/21/2006		M		8,844	A	$ 14.51	75,070	D
Common Stock	11/21/2006		M		10,000	A	$ 20.09	85,070	D
Common Stock	11/21/2006		S		100	D	$ 36.94	84,970	D
Common Stock	11/21/2006		S		500	D	$ 36.93	84,470	D
Common Stock	11/21/2006		S		300	D	$ 36.91	84,170	D
Common Stock	11/21/2006		S		300	D	$ 36.9	83,870	D
Common Stock	11/21/2006		S		600	D	$ 36.89	83,270	D
Common Stock	11/21/2006		S		100	D	$ 36.87	83,170	D
Common Stock	11/21/2006		S		3,200	D	$ 36.86	79,970	D
Common Stock	11/21/2006		S		1,200	D	$ 36.85	78,770	D
Common Stock	11/21/2006		S		900	D	$ 36.84	77,870	D
Common Stock	11/21/2006		S		8,100	D	$ 36.83	69,770	D
Common Stock	11/21/2006		S		5,808	D	$ 36.82	63,962	D
Common Stock	11/21/2006		S		600	D	$ 36.81	63,362	D
Common Stock	11/21/2006		S		3,400	D	$ 36.8	59,962	D
Common Stock	11/21/2006		S		3,600	D	$ 36.79	56,362	D
Common Stock	11/21/2006		S		1,500	D	$ 36.78	54,862	D
Common Stock	11/21/2006		S		1,000	D	$ 36.77	53,862	D
Common Stock	11/21/2006		S		1,100	D	$ 36.76	52,762	D
Common Stock	11/21/2006		S		1,500	D	$ 36.75	51,262	D ⁽⁶⁾
Common Stock								7,929	I	401K & Excess Plan ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

Employee Stock Option Right to Buy

$ 9.85

11/21/2006

3,560

⁽¹⁾

02/26/2011

Common Stock

3,560

$ 0

Employee Stock Option Right to Buy

$ 9.98

11/21/2006

4,668

⁽²⁾

02/25/2012

Common Stock

4,668

$ 0

Employee Stock Option Right to Buy

$ 8.84

11/21/2006

6,736

⁽³⁾

02/24/2013

Common Stock

6,736

$ 0

Employee Stock Option Right to Buy

$ 14.51

11/21/2006

8,844

⁽⁴⁾

02/23/2011

Common Stock

8,844

$ 0

Employee Stock Option Right to Buy

$ 20.09

11/21/2006

10,000

⁽⁵⁾

02/21/2012

Common Stock

10,000

$ 0

14,186

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
PAGLIARA TRACY D GARDNER DENVER, INC. 1800 GARDNER EXPRESSWAY QUINCY, IL 62305			VP Admin, Gen Counsel & Sec

Signatures

/s/Tracy D. Pagliara		11/22/2006
^**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)	The Options, granted under the Company's Long Term Incentive Plan, as amended, vested in three equal annual installments beginning on 2/26/02.
(2)	The Options, granted under the Company's Long Term Incentive Plan, as amended, vested in three equal annual installments beginning on 2/25/03.
(3)	The Options, granted under the Company's Long Term Incentive Plan, as amended, vested in three equal annual installments beginning on 2/24/04.
(4)	The Options, granted under the Company's Long Term Incentive Plan, as amended, vested in three equal annual installments beginning on 2/23/05.
(5)	The Options, granted under the Company's Long Term Incentive Plan, as amended, vested in three equal annual installments beginning on 2/21/06.
(6)	The reporting person's ownership has been adjusted to reflect the stock split on June 1, 2006.
(7)	Between 5/8/06 and 11/21/06, the reporting person acquired 189 shares, as adjusted to reflect the stock split on June 1, 2006, under the Company's Retirement Savings Plan, a 401(k) plan, and the related Stock Plan. The information reported herein is based on a report dated as of 11/21/06 from the Plan's recordkeeper, J P Morgan.

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