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: 2020-01-31

Reporting Person: Joyce Thomas Patrick JR (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-31	Common Stock	M	50419	$57.91	Acquired	246027	Direct
2020-01-31	Common Stock	S	21342	$163.031	Disposed	224685	Direct
2020-01-31	Common Stock	S	15451	$164.195	Disposed	209234	Direct
2020-01-31	Common Stock	S	10107	$165.045	Disposed	199127	Direct
2020-01-31	Common Stock	S	2819	$166.172	Disposed	196308	Direct
2020-01-31	Common Stock	S	700	$166.815	Disposed	195608	Direct
2020-01-31	Common Stock	M	82055	$65.83	Acquired	277663	Direct
2020-01-31	Common Stock	S	38305	$160.763	Disposed	239358	Direct
2020-01-31	Common Stock	S	25757	$161.911	Disposed	213601	Direct
2020-01-31	Common Stock	S	17993	$162.831	Disposed	195608	Direct
2020-02-03	Common Stock	F	17422	$161.00	Disposed	178186	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-31	Employee Stock Option (Right to Buy)	$57.91	M	50419	Disposed	2024-09-09	Common Stock (50419)	Direct
2020-01-31	Employee Stock Option (Right to Buy)	$65.83	M	82055	Disposed	2025-02-24	Common Stock (82055)	Direct
2020-02-01	Executive Deferred Incentive Program - Danaher Stock Fund	$0	A	2541	Acquired		Common Stock (2541)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4642.179	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 $162.64 to $163.58, 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 $163.65 to $164.64, inclusive.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $164.70 to $165.60, inclusive.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $165.60 to $165.70, inclusive.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $166.73 to $167.18, inclusive.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $160.36 to $161.30, inclusive.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $161.41 to $162.30, inclusive.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $162.47 to $163.29, inclusive.

F9: This transaction relates to the withholding of certain shares for tax purposes in connection with the distribution of performance-based restricted stock units.

F10: One half of the options granted became exercisable on each of the fourth and fifth anniversaries of the grant date, which was September 9, 2014

F11: The options granted became exercisable on the fourth anniversary of the grant date, which was February 24, 2015.

F12: 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).

F13: The notional shares convert on a one-for-one basis.

F14: 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.