SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RALES MITCHELL P

(Last)

(First)

(Middle)

11790 GLEN ROAD

(Street)

POTOMAC

20854

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DANAHER CORP /DE/ [ DHR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman of Exec. Committee

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.01	12/03/2020		G	V	268	D	$0.00	2,404,390	D
Common Stock, par value $.01								32,000,000	I	Through single-member LLCs⁽¹⁾
Common Stock, par value $.01								862,479	I	Through the Mitchell P. Rales Family Trust⁽²⁾
Common Stock, par value $.01								194,075	I	By 401(k) Plan
Common Stock, par value $.01								27,560	I	By spouse⁽³⁾
Common Stock, par value $.01								2,256	I	By daughter⁽⁴⁾
Common Stock, par value $.01								2,256	I	By daughter⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Danaher deferred contribution programs - Danaher Stock Fund⁽⁵⁾	$0.00⁽⁶⁾	02/03/2020		A		35		⁽⁷⁾	⁽⁷⁾	Common Stock, par value $.01	35⁽⁵⁾	$161⁽⁵⁾	35	D
Danaher deferred contribution programs - Danaher Stock Fund⁽⁸⁾	$0.00⁽⁶⁾	04/24/2020		A		0.038		⁽⁷⁾	⁽⁷⁾	Common Stock, par value $.01	0.038⁽⁸⁾	$165.8⁽⁸⁾	35.038	D
Danaher deferred contribution programs - Danaher Stock Fund⁽⁸⁾	$0.00⁽⁶⁾	07/31/2020		A		0.031		⁽⁷⁾	⁽⁷⁾	Common Stock, par value $.01	0.031⁽⁸⁾	$203.55⁽⁸⁾	35.069	D
Danaher deferred contribution programs - Danaher Stock Fund⁽⁸⁾	$0.00⁽⁶⁾	10/30/2020		A		0.028		⁽⁷⁾	⁽⁷⁾	Common Stock, par value $.01	0.028⁽⁸⁾	$225.36⁽⁸⁾	35.097	D
Danaher deferred contribution programs - Danaher Stock Fund⁽⁹⁾	$0.00⁽⁶⁾	01/05/2021		A		1,556.804		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock, par value $.01	1,556.804⁽⁹⁾	$228.77⁽⁹⁾	1,591.901	D

Explanation of Responses:

1. 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.

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

3. 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.

4. 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.

5. 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).

6. The notional shares convert on a one-for-one basis.

7. 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.

8. 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.

9. 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).

10. All DCP Stock Fund deferrals are immediately vested.

Remarks:

	By: /s/ Mitchell P. Rales	01/06/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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