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*
CULP H LAWRENCE JR

(Last) (First) (Middle)
2200 PENNSYLVANIA AVENUE, NW
SUITE 800W

(Street)
WASHINGTON DC 20037

(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)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/22/2012
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)
Code V Amount (A) or (D) Price
Common Stock 10/22/2012 M 200,000 A $18.58 952,799 I By LLCs (1)
Common Stock 10/22/2012 S (2) 140,341 D $52.71 (3) 812,458 I By LLCs (1)
Common Stock 10/22/2012 S (2) 59,659 D $53.52 (4) 752,799 I By LLCs (1)
Common Stock 10/22/2012 M 575,000 A $17.08 1,327,799 I By LLC (1)
Common Stock 10/22/2012 S (2) 381,482 D $52.71 (5) 946,317 I By LLC (1)
Common Stock 10/22/2012 S (2) 193,518 D $53.51 (6) 752,799 I By LLC (1)
Common Stock 10/22/2012 M 81,596 A $16.72 834,395 I By LLCs (1)
Common Stock 10/22/2012 S (2) 57,314 D $52.71 (7) 777,081 I By LLCs (1)
Common Stock 10/22/2012 S (2) 24,282 D $53.52 (8) 752,799 I By LLCs (1)
Common Stock 10/22/2012 S (2) 86,905 (9) D $52.71 (10) 808,768 D
Common Stock 10/22/2012 S (2) 36,695 (9) D $53.52 (11) 772,073 D
Common Stock 10/22/2012 S (2) 89,391 (9) D $52.71 (12) 682,682 D
Common Stock 10/22/2012 S (2) 37,953 (9) D $53.52 (13) 644,729 D
Common Stock 10/22/2012 S (2) 5,786 (9) D $52.71 (14) 638,943 D
Common Stock 10/22/2012 S (2) 2,306 (9) D $53.53 (15) 636,637 D
Common Stock 10/22/2012 S (2) 5,787 (9) D $52.71 (16) 630,850 D
Common Stock 10/22/2012 S (2) 2,305 (9) D $53.52 (17) 628,545 D
Common Stock 3,661 I 401(k)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee stock option (right to buy) $18.58 10/22/2012 M 200,000 (18) 03/26/2013 Common Stock 200,000 $0 0 I By LLCs (1)
Employee stock option (right to buy) $17.08 10/22/2012 M 575,000 (18) 03/26/2013 Common Stock 575,000 $0 0 I By LLCs (1)
Employee stock option (right to buy) $16.72 10/22/2012 M 81,596 (18) 03/26/2013 Common Stock 81,596 $0 0 I By LLCs (1)
Explanation of Responses:
1. Owned by limited liability companies (the "LLCs"), as to each of which the members are Mr. Culp and an entity controlled by Mr. Culp.
2. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 17, 2012. The sales under this plan have now been completed.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.29 to 53.28, 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.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.29 to 53.74, inclusive.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.29 to 53.28, inclusive.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.29 to 53.76, inclusive.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.32 to 53.29, inclusive.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.32 to 53.81, inclusive.
9. These shares represent a portion of the net shares received by the reporting person in connection with the vesting of restricted stock unit awards in February and April 2012.
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.31 to 53.29, inclusive.
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.32 to 53.74, inclusive.
12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.32 to 53.29, inclusive.
13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.32 to 53.75, inclusive.
14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.33 to 53.26, inclusive.
15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.38 to 53.74, inclusive.
16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.33 to 53.26, inclusive.
17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.38 to 53.74, inclusive.
18. Twenty percent of the reported options became exercisable on December 1, 2006, thirty percent became exercisable on December 1, 2007 and the remainder became exercisable on December 1, 2008.
Remarks:
James F. O'Reilly, attorney-in-fact for H. Lawrence Culp, Jr. 10/24/2012
** 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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