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^*

COMAS DANIEL L

(Last)

(First)

(Middle)

2200 PENNSYLVANIA AVENUE, NW

SUITE 800W

(Street)

WASHINGTON

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2020

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	01/31/2020		M		5,800	A	$57.9	121,242	D
Common Stock	01/31/2020		S		5,800	D	$164.827⁽¹⁾	115,442	D
Common Stock	01/31/2020		M		423	A	$57.9	115,865	D
Common Stock	01/31/2020		S		423	D	$163.018	115,442	D
Common Stock	01/31/2020		M		73,141	A	$57.9	188,583	D
Common Stock	01/31/2020		S		47,033	D	$160.955⁽²⁾	141,550	D
Common Stock	01/31/2020		S		26,108	D	$161.726⁽³⁾	115,442	D
Common Stock	02/03/2020		F		8,963⁽⁴⁾	D	$161	106,479	D
Common Stock	02/03/2020		M		2,100	A	$56.7	108,579	D
Common Stock	02/03/2020		S		2,100	D	$161.508⁽⁵⁾	106,479	D
Common Stock	02/03/2020		M		1,000	A	$56.7	107,479	D
Common Stock	02/03/2020		S		1,000	D	$161	106,479	D
Common Stock								2,543	I	By Spouse
Common Stock								1,000	I	By Trust
Common Stock								38,804	I	By Trust
Common Stock								6,761.998	I	By 401K

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)
Employee Stock Option (Right to Buy)	$57.9	01/31/2020		M			5,800	⁽⁶⁾	02/24/2024	Common Stock	5,800	$0	73,564	D
Employee Stock Option (Right to Buy)	$57.9	01/31/2020		M			423	⁽⁶⁾	02/24/2024	Common Stock	423	$0	73,141	D
Employee Stock Option (Right to Buy)	$57.9	01/31/2020		M			73,141	⁽⁶⁾	02/24/2024	Common Stock	73,141	$0	0	D
Executive Deferred Incentive Program - Danaher Stock Fund⁽⁷⁾	$0⁽⁸⁾	02/01/2020		A		952.9		⁽⁹⁾	⁽⁹⁾	Common Stock	952.9⁽⁷⁾	$160.87⁽⁷⁾	46,662.423⁽⁷⁾	D
Employee Stock Option (Right to Buy)	$56.7	02/03/2020		M			2,100	⁽¹⁰⁾	05/15/2024	Common Stock	2,100	$0	109,978	D
Employee Stock Option (Right to Buy)	$56.7	02/03/2020		M			1,000	⁽¹⁰⁾	05/15/2024	Common Stock	1,000	$0	108,978	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $164.70 to $164.93, 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.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $160.37 to $161.36, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $161.37 to $162.03, inclusive.

4. This transaction relates to the withholding of certain shares for tax purposes in connection with the distribution of performance-based restricted stock units

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $161.45 to $161.67, inclusive.

6. One half of the options granted became exercisable on each of the fourth and fifth anniversaries of the grant date, which was February 24, 2014

7. 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).

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

9. 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.

10. 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.

Remarks:

	James F. O'Reilly, attorney-in-fact for Daniel L. Comas	02/04/2020
	** Signature of Reporting Person	Date
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