DANAHER CORP /DE/ — Director's Dealing 2010

Dec 9, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEITHLEY INSTRUMENTS INC (KEI)
CIK: 0000054991
Period of Report: 2010-12-08

Reporting Person: DANAHER CORP /DE/ (10% Owner)
Reporting Person: Aegean Acquisition Corp. (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-08	Class B Common Shares	$	J	0	Disposed		Common Shares (0)	Indirect

Footnotes

F1: This Form 4 is being filed as a result of the consummation of the merger of Aegean Acquisition Corp. ("Merger Sub" and together with Danaher Corporation, the "Reporting Persons") with and into the Issuer on December 8, 2010. In connection with the consummation of the merger, the separate corporate existence of Merger Sub thereupon ceased, and the Issuer became an indirectly wholly-owned subsidiary of Danaher.