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*
MURMANN KLAUS H

(Last) (First) (Middle)
BISMARCKALLEE 24

(Street)
D 24105 KIEL 2M

(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)
06/14/2007
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 06/14/2007 A 1,500 A $0 7,500 D
Common Stock 06/14/2007 A 1,500 A $0 11,500(1) D
Common Stock 06/14/2007 A 1,500 A $0 11,500(2) D
Common Stock 18,087,825(3) I (3)
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)
BISMARCKALLEE 24

(Street)
D 24105 KIEL 2M

(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 SVEN

(Last) (First) (Middle)
ELBKAIHAUS
GROSSE ELBSTRASSE 145B

(Street)
D 27767 HAMBURG 2M

(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*
SAUER HOLDING GMBH

(Last) (First) (Middle)
SAUER DANFOSS INC., ATTN: KEN MCCUSKEY
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)
1. Name and Address of Reporting Person*
MURMANN HANNELORE

(Last) (First) (Middle)
BISMARCKALLEE 24

(Street)
D 24105 KIEL 2M

(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. (1) These shares are owned directly by Sven Murmann, a director and 10% beneficial owner of the issuer.
2. (2) These shares are owned directly by Nicola Keim, a director of the issuer.
3. (3) These shares are owned directly by Sauer Holding, GmbH, a German limited liability company that is a 10% beneficial owner of the issuer ("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 Klaus H. Murmann, Hannelore Murmann, or Sven Murmann is the beneficial owner of the disclaimed securities for purposes of Section 16 or for any other purpose.
Klaus H. Murmann 06/14/2007
Sven Murmann 06/14/2007
Nicola Keim 06/14/2007
Sauer Holding GmbH, by Sven Murmann, Managing Director 06/14/2007
Hannelore Murmann, by Klaus H. Murmann, as Attorney-in-Fact 06/14/2007
** 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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