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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* MURMANN KLAUS H (Last) (First) (Middle) KROKAMP 35 (Street) NEUMUNSTER 2M D 24539 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SAUER DANFOSS INC [ SHS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/12/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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(1)								6,000	D
Common Stock								10,000(2)	D
Common Stock								10,000(3)	D
Common Stock	12/12/2006		J(4)(5)		10,474,000	A	$0	18,087,825(6)	I	See footnote.(6)
Common Stock	12/12/2006		J(4)(5)		10,474,000	D	$0	0(7)	I	See footnote.(7)

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

1. Name and Address of Reporting Person* MURMANN KLAUS H (Last) (First) (Middle) KROKAMP 35 (Street) NEUMUNSTER 2M D 24539 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MURMANN HANNELORE (Last) (First) (Middle) BISMARCKALLEE 24 D 24105 KIEL (Street) GERMANY 2M 00000 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MURMANN SVEN (Last) (First) (Middle) PICKHUBEN 2 (Street) HAMBURG 2M D 20457 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KEIM NICOLA (Last) (First) (Middle) SCHOMORELLPALTZ 7 (Street) MUNCHEN 2M D 81545 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MURMANN KNUTH ULRIKE (Last) (First) (Middle) HANSASTRASSE 47 D020144 HAMBURG (Street) GERMANY 2M 0000 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MURMANN JAN (Last) (First) (Middle) PARKALLEE 3 D 201 HAMBURG (Street) GERMANY 2M 0000 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MURMANN MBAPPE ANJA (Last) (First) (Middle) 312 EAST 22ND APT PHB (Street) NEW YORK NY 10010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ZOELLNER CHRISTA (Last) (First) (Middle) BISMARCKALLEE 24 D 24105 KIEL (Street) GERMANY 2M 0000 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ZOELLNER BRITTA (Last) (First) (Middle) BISMARCKALLEE 24 D 24105 KIEL (Street) GERMANY 2M 00000 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KLAUS MURMANN CO KG (Last) (First) (Middle) SAUER DANFOSS INC 2800 EAST 13TH STREET (Street) AMES IA 50010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Because the filing system does not accommodate joint filings by more than 10 persons, this Form 4 constitutes Part 1 of a two-part filing. Part 2 is identical in content but is signed by the remaining joint filers.

2. These shares are owned directly by Sven Murmann, a director and 10% beneficial owner of the issuer.

3. These shares are owned directly by Nicola Keim, a director of the issuer.

4. The filing persons are reporting an intrafamily restructuring. In the first transaction, Sauer Finance Holding GmbH f/k/a Sauer GmbH, a German limited liability company that was at the time a 10% beneficial owner of the issuer ('Sauer GmbH'), distributed all 10,474,000 of its shares of issuer common stock to its 100% parent company, Sauer Holding GmbH, a German limited liability company that is a 10% beneficial owner of the issuer ('Sauer Holding').

5. In a second transaction on the same day, Klaus H. Murmann & Co. KG, a German limited partnership ('Murmann KG'), until the transaction the 100% owner of Sauer Holding, distributed all of its membership interests in Sauer Holding to the partners of Murmann KG in proportion to their partnership interests. As a result of differences in the governance structure of Sauer Holding as compared to Murmann KG, Nicola Keim, Ulrike Murmann-Knuth, Jan Murmann, Anja Murmann-Mbappe, Christa Zoellner, and Britta Zoellner can no longer be deemed to be 10% beneficial owners of the issuer.

6. These shares are owned directly by Sauer Holding. These shares are owned indirectly by Klaus H. Murmann, Hannelore Murmann, and Sven Murmann as members of Sauer Holding who share the power to vote on investment decisions. Hannelore Murmann may be deemed to be a 10% beneficial owner of the issuer. Klaus H. Murmann and Hannelore Murmann each disclaim beneficial ownership of 14,569,743 shares of these securities. Sven Murmann disclaims beneficial ownership of 15,361,990 shares of these securities. This report shall not be deemed an admission that either Klaus H. Murmann or Hannelore Murmann is the beneficial owner of the disclaimed securities for purposes of Section 16 or for any other purpose.

7. As a result of the transactions reported herein, Sauer GmbH and Murmann KG are no longer direct or indirect beneficial owners of any shares of the issuer's securities.

	Klaus H. Murmann, by John N. Langrick, Attorney in Fact	12/12/2006
	Hannelore Murmann, by John N. Langrick, Attorney in Fact	12/12/2006
	Sven Murmann, by John N. Langrick, Attorney in Fact	12/12/2006
	Nicola Keim, by John N. Langrick, Attorney in Fact	12/12/2006
	Ulrike Murmann-Knuth, by John N. Langrick, Attorney in Fact	12/12/2006
	Jan Murmann, by John N. Langrick, Attorney in Fact	12/12/2006
	Anja Murmann-Mbappe, by John N. Langrick, Attorney in Fact	12/12/2006
	Christa Zoellner, by John N. Langrick, Attorney in Fact	12/12/2006
	Britta Zoellner, by John N. Langrick, Attorney in Fact	12/12/2006
	Klaus H. Murmann & Co. KG, by John N. Langrick, Attorney in Fact	12/12/2006
	** 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).
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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