SEC FORM 4

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^*

DANFOSS A/S

(Last)

(First)

(Middle)

NORDBORGVEJ 81

(Street)

6430 NORDBORG

00000

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SAUER DANFOSS INC [ NYSE: SHS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2009

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)
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, par value $0.01 per share	10/30/2009		P		10,029,264⁽¹⁾	A	$16	18,387,825	D
Common Stock, par value $0.01 per share								18,241,962	I	By Danfoss Murmann Holding A/S⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Call option (right to buy)⁽³⁾	$49.45	10/30/2009		J	V		10,029,264	07/11/2008	10/30/2009	Common Stock	10,029,264	$0	0	D
Call option (right to buy)⁽⁴⁾	$29.67	10/30/2009		J	V		10,029,264	07/11/2008	10/30/2009	Common Stock	10,029,264	$0	0	D

Explanation of Responses:

1. The transaction reported in this row was an acquisition of the reported securities from Sauer Holding GmbH, a limited liability company organized under the laws of Germany ("Sauer"), pursuant to that certain Share Purchase Agreement (the "Share Purchase Agreement"), dated as of October 30, 2009, by and between the Reporting Person and Sauer.

2. Danfoss Murmann Holding A/S, a corporation organized under the laws of Denmark, is a wholly owned subsidiary of the Reporting Person.

3. Under that certain Stockholders Agreement (the "Stockholders Agreement"), dated as of July 11, 2008, by and between the Reporting Person and Sauer, the Reporting Person had the right to acquire (via exercise of a call option) 10,029,264 shares of the Issuer's Common Stock (the "Sauer Shares") from Sauer in two equal stages of 5,014,632 shares each, during the 21 day periods starting on August 1 and running until August 21 following the delivery of the Issuer's audited financial statements to Sauer for the Issuer's 2009 and 2011 fiscal years, respectively (the "Exercise Windows"). The Stockholders Agreement was terminated following consummation of the Share Purchase Agreement, resulting in the cancellation of the call option.

4. Under the Stockholders Agreement, the Reporting Person had granted to Sauer the right to sell to the Reporting Person, via Sauer's exercise of a put option, the Sauer Shares, in two equal stages of 5,014,632 shares each during the Exercise Windows. The Stockholders Agreement was terminated following consummation of the Share Purchase Agreement, resulting in the cancellation of the put option.

	Danfoss A/S By: /s/ Kim Fausing, COO	11/02/2009
	Danfoss A/S By: /s/ Niels B. Christiansen, CEO	11/02/2009
	** 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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