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: COMAS DANIEL L (EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-31	Common Stock	M	5800	$57.90	Acquired	121242	Direct
2020-01-31	Common Stock	S	5800	$164.827	Disposed	115442	Direct
2020-01-31	Common Stock	M	423	$57.90	Acquired	115865	Direct
2020-01-31	Common Stock	S	423	$163.018	Disposed	115442	Direct
2020-01-31	Common Stock	M	73141	$57.90	Acquired	188583	Direct
2020-01-31	Common Stock	S	47033	$160.955	Disposed	141550	Direct
2020-01-31	Common Stock	S	26108	$161.726	Disposed	115442	Direct
2020-02-03	Common Stock	F	8963	$161.00	Disposed	106479	Direct
2020-02-03	Common Stock	M	2100	$56.70	Acquired	108579	Direct
2020-02-03	Common Stock	S	2100	$161.508	Disposed	106479	Direct
2020-02-03	Common Stock	M	1000	$56.70	Acquired	107479	Direct
2020-02-03	Common Stock	S	1000	$161.00	Disposed	106479	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-31	Employee Stock Option (Right to Buy)	$57.90	M	5800	Disposed	2024-02-24	Common Stock (5800)	Direct
2020-01-31	Employee Stock Option (Right to Buy)	$57.90	M	423	Disposed	2024-02-24	Common Stock (423)	Direct
2020-01-31	Employee Stock Option (Right to Buy)	$57.90	M	73141	Disposed	2024-02-24	Common Stock (73141)	Direct
2020-02-01	Executive Deferred Incentive Program - Danaher Stock Fund	$0	A	952.9	Acquired		Common Stock (952.9)	Direct
2020-02-03	Employee Stock Option (Right to Buy)	$56.70	M	2100	Disposed	2024-05-15	Common Stock (2100)	Direct
2020-02-03	Employee Stock Option (Right to Buy)	$56.70	M	1000	Disposed	2024-05-15	Common Stock (1000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2543	Indirect
Common Stock	1000	Indirect
Common Stock	38804	Indirect
Common Stock	6761.998	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 $164.70 to $164.93, 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 $160.37 to $161.36, inclusive.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $161.37 to $162.03, inclusive.

F4: This transaction relates to the withholding of certain shares for tax purposes in connection with the distribution of performance-based restricted stock units

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $161.45 to $161.67, inclusive.

F6: One half of the options granted became exercisable on each of the fourth and fifth anniversaries of the grant date, which was February 24, 2014

F7: 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).

F8: The notional shares convert on a one-for-one basis.

F9: 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.

F10: One third of the options granted became exercisable on each of the third, fourth and fifth anniversaries of the grant date, which was May 15, 2014.