DANAHER CORP /DE/ — Director's Dealing 2021

Jan 7, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DANAHER CORP /DE/ (DHR)
CIK: 0000313616
Period of Report: 2020-02-03

Reporting Person: RALES MITCHELL P (Director, Chairman of Exec. Committee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-03	Common Stock, par value $.01	G	268	$0.00	Disposed	2404390	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-03	Danaher deferred contribution programs - Danaher Stock Fund	$0.00	A	35	Acquired		Common Stock, par value $.01 (35)	Direct
2020-04-24	Danaher deferred contribution programs - Danaher Stock Fund	$0.00	A	0.038	Acquired		Common Stock, par value $.01 (0.038)	Direct
2020-07-31	Danaher deferred contribution programs - Danaher Stock Fund	$0.00	A	0.031	Acquired		Common Stock, par value $.01 (0.031)	Direct
2020-10-30	Danaher deferred contribution programs - Danaher Stock Fund	$0.00	A	0.028	Acquired		Common Stock, par value $.01 (0.028)	Direct
2021-01-05	Danaher deferred contribution programs - Danaher Stock Fund	$0.00	A	1556.804	Acquired		Common Stock, par value $.01 (1556.804)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01	32000000	Indirect
Common Stock, par value $.01	862479	Indirect
Common Stock, par value $.01	194075	Indirect
Common Stock, par value $.01	27560	Indirect
Common Stock, par value $.01	2256	Indirect
Common Stock, par value $.01	2256	Indirect

Footnotes

F1: The reported shares are held through single-member LLCs, of which a revocable trust with the Reporting Person as the sole trustee and beneficiary is the sole member.

F2: The Reporting Person is the trustee of the Mitchell P. Rales Family Trust.

F3: The Reporting Person disclaims beneficial ownership of the shares held by his spouse, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of his spouse's shares for purposes of Section 16 or for any other purpose.

F4: The reported shares are held through custodial accounts for the benefit of the Reporting Person's daughter. The Reporting Person disclaims beneficial ownership of the shares held by his daughter, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of his daughter's shares for purposes of Section 16 or for any other purpose.

F5: Represents the Company's annual contribution to the Danaher stock fund (the "ECP Stock Fund") in the Reporting Person's Excess Contribution Program (the "ECP") 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 day before the contribution is credited and then the number of shares is rounded to the next full share. 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).

F6: The notional shares convert on a one-for-one basis.

F7: Company contributions to the ECP consist of matching contributions (based on amounts the reporting person voluntary defers into the Danaher Deferred Compensation Plan) and non-elective contributions. A participant vests in the matching contribution in the ECP made each year on the first anniversary after it is credited to the participant's account. A participant vests in the non-elective contribution in the ECP made each year on the later of the first anniversary after it is credited to the participant's account, or the date the participant has completed three years of service with Danaher.

F8: Represents notional dividend accruals on phantom shares in the ECP Stock Fund. The number of phantom shares accrued as a result of such notional dividend accruals is based on the closing price of Danaher common stock as reported on the NYSE on the date such dividend accruals are credited to the ECP Stock Fund, which is the price shown in Table II, Column 8 above.

F9: Represents the Reporting Person's contribution to the Danaher stock fund (the "DCP Stock Fund") in the Danaher Deferred Compensation Plan. The 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 day before the contribution is credited. 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).

F10: All DCP Stock Fund deferrals are immediately vested.