SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Scheske Michael J

(Last)

(First)

(Middle)

C/O GARDNER DENVER HOLDINGS, INC.

222 EAST ERIE STREET, SUITE 500

(Street)

MILWAUKEE

53202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/24/2018

3. Issuer Name and Ticker or Trading Symbol
GARDNER DENVER HOLDINGS, INC. [ GDI ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (Right to Buy)	⁽¹⁾	09/21/2025	Common Stock	17,927	$10.61	D
Stock Options (Right to Buy)	⁽²⁾	12/09/2026	Common Stock	12,200	$11.43	D
Stock Options (Right to Buy)	⁽³⁾	02/22/2028	Common Stock	3,811	$32.06	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	1,670	⁽⁴⁾	D

Explanation of Responses:

1. Of this stock option award, 15,366 stock options are currently vested, with an additional 5,122 stock options eligible to vest on December 31, 2018, where 50% of such unvested options are eligible to vest on such date, or a later date, subject to the satisfaction of future performance-based vesting conditions and are not included in the table above.

2. Of this stock option award, 6,971 stock options are currently vested, with an additional 10,458 stock options eligible to vest in equal installments on each of December 31, 2018, December 31, 2019 and December 31, 2020, where 50% of such unvested options are eligible to vest on such dates, or later dates, subject to the satisfaction of future performance-based vesting conditions and are not included in the table above.

3. These stock options vest in four equal annual installments beginning on February 22, 2020.

4. These restricted stock units vest in four equal annual installments beginning on February 22, 2020, and upon vesting, will each be settled by delivery of one share of common stock, an equivalent amount of cash, or a combination thereof.

Remarks:

Title: Vice President and Corporate Controller Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Andrew Schiesl, as Attorney-in-Fact	10/31/2018
	** 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 5 (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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