DANAHER CORP /DE/ — Director's Dealing 2014

Jul 22, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DANAHER CORP /DE/ (DHR)
CIK: 0000313616
Period of Report: 2014-07-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-18	Common Stock	M	55770	$30.84	Acquired	567969	Indirect
2014-07-18	Common Stock	S	55770	$74.005	Disposed	512199	Indirect
2014-07-18	Common Stock	M	55770	$30.84	Acquired	567969	Indirect
2014-07-18	Common Stock	S	55770	$74.269	Disposed	512199	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-18	Employee stock option (right to buy)	$30.84	M	111540	Disposed	2016-02-27	Common Stock (111540)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	739569	Direct
Common Stock	68479	Indirect
Common Stock	3881	Indirect

Footnotes

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

F2: The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 7, 2014.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.83 to 74.08, 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.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.00 to 74.59, inclusive.

F5: Fifty percent of the reported options became exercisable on each of the fourth and fifth anniversaries of the grant date, which was February 27, 2006.