SEC Form 4 · accession 0000313616-18-000071
DANAHER CORP /DE/ · DHR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Linda P Hefner
Director
Period of report
Apr 26, 2018
Accepted (ET)
Apr 30, 2018 · 5:11 pm EDT
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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Apr 26, 2018 | S | 7,423 | $101.50 | D | 25,225 | D | |
| Common Stock | Apr 26, 2018 | M | 10,578 | $30.12 | A | 35,803 | D | |
| Common StockF1 | Apr 26, 2018 | S | 10,578 | $101.509 | D | 25,225 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Director Stock Option (Right to Buy) | $30.12 | Apr 26, 2018 | M | 10,578 | D | Jul 24, 2008 | Jul 24, 2018 | Common Stock | 10,578 | 0 | D |
| Phantom sharesF2,F3,F4 | $0.00 | Apr 27, 2018 | A | 325 | A | — | — | Common stock | 325 | 3,393 | D |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.50 to $101.53, 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.
- F2Under the terms of the Non-Employee Directors Deferred Compensation Plan (the "Plan") established under the Danaher Corporation 2007 Omnibus Incentive Plan, the reporting person can defer all or part of the cash director fees she is entitled to receive each quarter. Amounts deferred under the plan are converted into a particular number of notional shares of Danaher common stock, calculated based on the closing price of Danaher's common stock on the quarterly date such fees otherwise would have been paid. The price shown in Table II, Column 8 above is the closing price per share of the Danaher common stock as reported on the NYSE on the transaction date noted above. The phantom shares reported reflect contributions to the reporting person's account under the Plan as well as dividend equivalents accrued to the reporting person's account.
- F3Upon distribution, the phantom shares convert into shares of Danaher common stock on a one-for-one basis.
- F4The reporting person is fully vested in all amounts deferred under the Plan.