DANAHER CORP /DE/ — Director's Dealing 2014

Feb 26, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DANAHER CORP /DE/ (DHR)
CIK: 0000313616
Period of Report: 2014-02-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-24	Common Stock	F	40355	$76.56	Disposed	645326	Direct
2014-02-25	Common Stock	F	29747	$76.82	Disposed	615579	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-24	Employee stock option (right to buy)	$76.56	A	250070	Acquired	2024-02-24	Common Stock (250070)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	68479	Indirect
Common Stock	512199	Indirect
Common Stock	3658	Indirect

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: 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.