Sec Form 4 Filing - Joyce Thomas Patrick JR @ DANAHER CORP /DE/ - 2012-02-22

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Joyce Thomas Patrick JR
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
(Last) (First) (Middle)
2200 PENNSYLVANIA AVENUE, NW, SUITE 800W
3. Date of Earliest Transaction (MM/DD/YY)
02/22/2012
(Street)
WASHINGTON, DC20037
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/22/2012 M 13,500 A $ 0 ( 3 ) 127,349 ( 1 ) D
Common Stock 02/22/2012 F( 2 ) 5,546 D $ 53.11 121,803 ( 1 ) D
Common Stock 02/23/2012 S 15,000 D $ 53.446 ( 4 ) 106,803 D
Common Stock 02/23/2012 I 49,910 D $ 53.48 0 I By 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Performance based restricted stock units $ 0 ( 3 ) 02/22/2012 M 13,500 02/22/2012 02/22/2012 Common Stock 13,500 $ 0 ( 3 ) 0 D
Employee stock option (right to buy) $ 53.48 02/23/2012 A 71,560 ( 5 ) 02/23/2022 Common Stock 71,560 $ 0 71,560 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Joyce Thomas Patrick JR
2200 PENNSYLVANIA AVENUE, NW
SUITE 800W
WASHINGTON, DC20037
EVP
Signatures
James F. O'Reilly, attorney-in-fact for Thomas P. Joyce, Jr. 02/23/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Since November 2010, all of the performance based RSUs held by the reporting person as to which the peformance criteria have been satisfied have been reflected in Table I of the reporting person's Section 16 filings as directly owned shares and not as derivative securities. When the reporting person was originally awarded the RSUs as to which this filing is being made, they were reported as derivative securities in Table II and as a result this form is being filed to reflect the vesting and distribution of those shares (even though such RSUs have been reflected as directly owned shares (and not derivative securities) in the reporting person's filings since November 2010).
( 2 )Relates to the withholding of shares for tax purposes in connection with the vesting of the performance-based restricted stock units reported above.
( 3 )Each performance based restricted stock unit represents the right to receive one share of Danaher common stock.
( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.44 to 53.46, 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.
( 5 )Fifty percent of the options become exercisable on each of the fourth and fifth anniversaries of the grant date, which is February 23, 2012.

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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