DANAHER CORP /DE/ — Director's Dealing 2013

Feb 22, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DANAHER CORP /DE/ (DHR)
CIK: 0000313616
Period of Report: 2013-02-20

Reporting Person: Graham Jonathan P (Senior VP & GC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-20	Common Stock	F	3595	$60.97	Disposed	55876	Direct
2013-02-21	Common Stock	S	3561	$60.829	Disposed	52315	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-21	Employee stock option (right to buy)	$60.99	A	31000	Acquired	2023-02-21	Common Stock (31000)	Direct

Footnotes

F1: The transaction reported in this Form 4 relates to the withholding of certain shares for tax purposes in connection with the vesting of performance-based restricted stock units.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.82 to 60.84, 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: One-third of the options granted vest on each of the third, fourth and fifth anniversaries of the grant date.