SEC Form 4 · accession 0000313616-18-000039

· DHR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Rainer Blair

Officer — Executive Vice President

Period of report

Feb 20, 2018

Accepted (ET)

Feb 22, 2018 · 5:20 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000313616

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F1,F2	Feb 20, 2018	A	10,170	$0.00	A	50,477	D
Common Stock	Feb 21, 2018	M	15,775	$40.45	A	66,252	D
Common Stock^F3	Feb 21, 2018	S	15,775	$97.27	D	50,477	D
Common Stock	Feb 21, 2018	M	15,775	$40.45	A	66,252	D
Common Stock^F4	Feb 21, 2018	S	15,775	$97.261	D	50,477	D
Common Stock	Feb 21, 2018	M	11,266	$28.98	A	61,743	D
Common Stock^F4	Feb 21, 2018	S	11,266	$97.255	D	50,477	D
Common Stock	Feb 21, 2018	M	8,264	$37.51	A	58,741	D
Common Stock^F5	Feb 21, 2018	S	8,264	$97.257	D	50,477	D
Common Stock^F6	Feb 21, 2018	F	333	$97.35	D	50,144	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F7	$40.45	Feb 21, 2018	M	15,775	D	—	Feb 23, 2022	Common Stock	15,775	D
Employee Stock Option (Right to Buy)^F8	$40.45	Feb 21, 2018	M	15,775	D	—	Feb 23, 2022	Common Stock	15,775	D
Employee Stock Option (Right to Buy)^F9	$28.98	Feb 21, 2018	M	11,266	D	—	Jul 27, 2020	Common Stock	11,266	D
Employee Stock Option (Right to Buy)^F10	$37.51	Feb 21, 2018	M	8,264	D	—	Feb 23, 2021	Common Stock	8,264	D

Explanation of responses

F1On November 15, 2016, the Compensation Committee of the Company's Board of Directors awarded the reporting person performance-based restricted stock units under the Danaher Corporation 2007 Omnibus Incentive Plan. This Form 4 is being filed in connection with the determination by the Compensation Committee that the performance criteria of the award have been achieved.
F10One-fifth of the reported stock options vested on each of the first five anniversaries of the grant date, which was February 23, 2011
F2Upon distribution, the performance stock units convert into shares of Danaher common stock on a one-for-one basis.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.25 to $97.35, 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.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.25 to $97.33, inclusive.
F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.25 to $97.34, inclusive.
F6This transaction relates to the withholding of certain shares for tax purposes in connection with the vesting and distribution of performance-based restricted stock units.
F7One-fifth of the reported stock options vested on each of the first five anniversaries of the grant date, which was February 23, 2012.
F8One-third of the reported stock options vested on each of the third, fourth and fifth anniversaries of the grant date, which was February 23, 2012.
F9One-fifth of the reported stock options vested on each of the first five anniversaries of the grant date, which was July 27, 2010.