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: LUTZ ROBERT S (SVP-Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-03	Common Stock	F	1354	$161.00	Disposed	19700	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	829.3	Acquired		Common Stock (829.3)	Direct

Footnotes

F1: This transaction relates to the withholding of certain shares for tax purposes in connection with the distribution of performance-based restricted stock units.

F2: 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).

F3: The notional shares convert on a one-for-one basis.

F4: All contributions to the reporting person's EDIP Stock Fund are immediately vested. Upon termination of employment, the EDIP Stock Fund balance is settled in shares of Danaher common stock.