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: Blair Rainer (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-31	Common Stock	S	2973	$162.267	Disposed	27313	Direct
2020-01-31	Common Stock	M	11028	$57.90	Acquired	38341	Direct
2020-01-31	Common Stock	S	11028	$162.953	Disposed	27313	Direct
2020-01-31	Common Stock	M	22439	$56.70	Acquired	49752	Direct
2020-01-31	Common Stock	S	10388	$163.058	Disposed	39364	Direct
2020-01-31	Common Stock	S	7132	$164.228	Disposed	32232	Direct
2020-01-31	Common Stock	S	3780	$165.032	Disposed	28452	Direct
2020-01-31	Common Stock	S	939	$166.213	Disposed	27513	Direct
2020-01-31	Common Stock	S	200	$167.00	Disposed	27313	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	11028	Disposed	2024-02-24	Common Stock (11028)	Direct
2020-01-31	Employee Stock Option (Right to Buy)	$56.70	M	22439	Disposed	2024-05-15	Common Stock (22439)	Direct
2020-02-01	Executive Deferred Incentive Program - Danaher Stock Fund	$0	A	739.9	Acquired		Common Stock (738.9)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $162.02 to $162.61, 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 $162.45 to 163.32, inclusive.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $162.74 to $163.72, inclusive.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $163.76 to $164.75, inclusive.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $164.78 to $165.62, inclusive.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $165.84 to $166.50, inclusive.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $166.95 to $167.05, inclusive.

F8: The options were subject to a five year vesting schedule, vesting 20% on each of the first five anniversaries of the grant date which was February 24, 2014.

F9: 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.

F10: 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).

F11: The notional shares convert on a one-for-one basis.

F12: 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.