DANAHER CORP /DE/ — Director's Dealing 2020

Feb 5, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DANAHER CORP /DE/ (DHR)
CIK: 0000313616
Period of Report: 2020-02-01

Reporting Person: McGrew Matthew (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-03	Common Stock	S	3410	$161.892	Disposed	21320	Direct
2020-02-03	Common Stock	M	7894	$40.45	Acquired	29214	Direct
2020-02-03	Common Stock	S	7894	$162.019	Disposed	21320	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-01	Executive Deferred Incentive Program - Danaher Stock Fund	$0	A	554.7	Acquired		Common Stock (554.7)	Direct
2020-02-03	Employee Stock Option (Right to Buy)	$40.45	M	7894	Disposed	2022-02-23	Common Stock (7894)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8722.126	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $161.57 to $162.00, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $161.91 to $162.16, inclusive.

F3: Twenty percent of the options originally granted became exercisable on each of the first five anniversaries of the grant date which was February 23, 2012.

F4: Represents the Company's annual contribution to the Danaher stock fund (the "EDIP Stock Fund") in the reporting person's Executive Deferred Incentive Program (the "EDIP") account. The Company contributions are deemed to be invested in a number of unfunded, notional shares of Danaher common stock, calculated by dividing the contribution amount by the closing price of Danaher common stock as reported on the NYSE as of the first day of the year in which the contribution is made. The price shown in Table II, Column 8 is the closing price per share of Danaher common stock as reported on the NYSE on the date the contribution was actually made (or the closing price for the immediately preceding business day, if such date is not a business day).

F5: The notional shares convert on a one-for-one basis.

F6: The reporting person will vest in all company contributions to the EDIP Stock Fund as follows: 100% upon the earlier of the reporting person's death, or upon retirement following at least 5 years of service with Danaher and reaching the age of 55, or, if earlier, one-tenth per year of participation following five years of participation, in each case in accordance with the plan. Upon termination of employment, the vested portion of the EDIP Stock Fund is settled in Danaher common stock.