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: 2013-02-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-21	Common Stock	S	128000	$60.8984	Disposed	512199	Indirect

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	309970	Acquired	2023-02-21	Common Stock (309970)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	158562	Indirect
Common Stock	492848	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.84 to 60.925, 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.

F2: Owned by limited liability companies (the "LLCs"), as to each of which the members are Mr. Culp and an entity controlled by Mr. Culp.

F3: Fifty percent of the options granted vest on each of the fourth and fifth anniversaries of the grant date.