DANAHER CORP /DE/ — Director's Dealing 2023

Feb 13, 2023

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: DANAHER CORP /DE/ (DHR)
CIK: 0000313616
Period of Report: 2022-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-05-16	Common Stock, par value $.01	G	12614	$0.00	Disposed	1593752	Direct
2022-05-17	Common Stock, par value $.01	G	2538	$0.00	Disposed	1591214	Direct
2022-11-17	Common Stock, par value $.01	G	185	$0.00	Disposed	1591029	Direct
2022-11-17	Common Stock, par value $.01	G	185	$0.00	Disposed	1590844	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-01-28	Danaher deferred contribution programs - Danaher Stock Fund	$0.00	A	1.254	Acquired		Common Stock, par value $.01 (1.254)	Direct
2022-04-29	Danaher deferred contribution programs - Danaher Stock Fund	$0.00	A	2.819	Acquired		Common Stock, par value $.01 (2.819)	Direct
2022-07-29	Danaher deferred contribution programs - Danaher Stock Fund	$0.00	A	2.431	Acquired		Common Stock, par value $.01 (2.431)	Direct
2022-10-28	Danaher deferred contribution programs - Danaher Stock Fund	$0.00	A	2.816	Acquired		Common Stock, par value $.01 (2.816)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01	199	Indirect
Common Stock, par value $.01	3256	Indirect
Common Stock, par value $.01	3256	Indirect
Common Stock, par value $.01	25671000	Indirect
Common Stock, par value $.01	862479	Indirect
Common Stock, par value $.01	27560	Indirect

Footnotes

F1: 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.

F2: 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.

F3: The Reporting Person is the trustee of the Mitchell P. Rales Family Trust.

F4: 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.

F5: Represents notional dividend accruals on phantom shares in the Danaher stock fund (the "ECP Stock Fund") in the Reporting Person's Excess Contribution Program (the "ECP") account.

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.