DANAHER CORP /DE/ — Director's Dealing 2012

Feb 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DANAHER CORP /DE/ (DHR)
CIK: 0000313616
Period of Report: 2012-02-10

Reporting Person: CULP H LAWRENCE JR (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-10	Common Stock	M	73900	$18.58	Acquired	826699	Indirect
2012-02-10	Common Stock	S	73900	$51.525	Disposed	752799	Indirect
2012-02-10	Common Stock	M	173244	$20.74	Acquired	926043	Indirect
2012-02-10	Common Stock	S	173244	$51.53	Disposed	752799	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-10	Employee stock option (right to buy)	$18.58	M	73900	Disposed	2013-03-26	Common Stock (73900)	Indirect
2012-02-10	Employee stock option (right to buy)	$20.74	M	173244	Disposed	2013-03-26	Common Stock (173244)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1249710	Direct
Common Stock	3661	Indirect

Footnotes

F1: Owned by limited liability companies, as to each of which the members are Mr. Culp and an entity controlled by Mr. Culp.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.50 to 51.97, inclusive. The reporting person undertakes to provide to Danaher Corporation, any securityholder of Danaher Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the footnotes to this Form 4.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.50 to 51.98, inclusive.

F4: Includes performance based restricted stock units as to which the performance criteria have been satisfied.

F5: Twenty percent of the reported options became exercisable on December 1, 2006, thirty percent became exercisable on December 1, 2007 and the remainder became exercisable on December 1, 2008.