Edgar Filing: DANAHER CORP /DE/

Ownership Submission

FORM 5

	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported
	Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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 ^*

King William

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)
Senior Vice President

(Last)

(First)

(Middle)

2200 PENNSYLVANIA AVENUE, NW, SUITE 800W

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2016

(Street)

WASHINGTON,Â DCÂ 20037

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Reporting
(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 (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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

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 Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Executive Deferred Incentive Program - Danaher Stock Fund ⁽¹⁾

$ 0 ⁽²⁾

01/08/2016

13.579

Â ⁽³⁾

Common Stock

13.579

$ 67.1

13,302.811

Executive Deferred Incentive Program - Danaher Stock Fund ⁽¹⁾

$ 0 ⁽²⁾

01/22/2016

14.081

Â ⁽³⁾

Common Stock

14.081

$ 64.71

13,302.811

Executive Deferred Incentive Program - Danaher Stock Fund ⁽¹⁾

$ 0 ⁽²⁾

01/29/2016

17.505

Â ⁽³⁾

Common Stock

17.505

$ 65.69

13,302.811

Executive Deferred Incentive Program - Danaher Stock Fund ⁽¹⁾

$ 0 ⁽²⁾

02/05/2016

14.133

Â ⁽³⁾

Common Stock

14.133

$ 64.47

13,302.811

Executive Deferred Incentive Program - Danaher Stock Fund ⁽¹⁾

$ 0 ⁽²⁾

02/19/2016

13.87

Â ⁽³⁾

Common Stock

13.87

$ 65.69

13,302.811

Executive Deferred Incentive Program - Danaher Stock Fund ⁽¹⁾

$ 0 ⁽²⁾

03/04/2016

13.249

Â ⁽³⁾

Common Stock

13.249

$ 68.77

13,302.811

Executive Deferred Incentive Program - Danaher Stock Fund ⁽¹⁾

$ 0 ⁽²⁾

03/11/2016

630.073

Â ⁽³⁾

Common Stock

630.073

$ 68.7

13,302.811

Executive Deferred Incentive Program - Danaher Stock Fund ⁽¹⁾

$ 0 ⁽²⁾

03/18/2016

17.623

Â ⁽³⁾

Common Stock

17.623

$ 72.24

13,302.811

Executive Deferred Incentive Program - Danaher Stock Fund ⁽¹⁾

$ 0 ⁽²⁾

04/01/2017

13.546

Â ⁽³⁾

Common Stock

13.546

$ 72.5

13,302.811

Executive Deferred Incentive Program - Danaher Stock Fund ⁽¹⁾

$ 0 ⁽²⁾

04/15/2016

13.763

Â ⁽³⁾

Common Stock

13.763

$ 71.36

13,302.811

Executive Deferred Incentive Program - Danaher Stock Fund ⁽¹⁾

$ 0 ⁽²⁾

04/29/2016

34.808

Â ⁽³⁾

Common Stock

34.808

$ 73.35

13,302.811

Executive Deferred Incentive Program - Danaher Stock Fund ⁽¹⁾

$ 0 ⁽²⁾

05/13/2016

13.304

Â ⁽³⁾

Common Stock

13.304

$ 73.82

13,302.811

Executive Deferred Incentive Program - Danaher Stock Fund ⁽¹⁾

$ 0 ⁽²⁾

05/27/2016

13.097

Â ⁽³⁾

Common Stock

13.097

$ 74.99

13,302.811

Executive Deferred Incentive Program - Danaher Stock Fund ⁽¹⁾

$ 0 ⁽²⁾

06/10/2016

13.044

Â ⁽³⁾

Common Stock

13.044

$ 75.29

13,302.811

Executive Deferred Incentive Program - Danaher Stock Fund ⁽¹⁾

$ 0 ⁽²⁾

06/24/2016

13.19

Â ⁽¹⁾

Â ⁽³⁾

Common Stock

13.19

$ 74.46

13,302.811

Executive Deferred Incentive Program - Danaher Stock Fund ⁽¹⁾

$ 0 ⁽²⁾

07/08/2016

12.146

Â ⁽³⁾

Common Stock

12.146

$ 80.86

13,302.811

Executive Deferred Incentive Program - Danaher Stock Fund ⁽¹⁾

$ 0 ⁽²⁾

07/22/2016

12.089

Â ⁽³⁾

Common Stock

12.089

$ 81.24

13,302.811

Executive Deferred Incentive Program - Danaher Stock Fund ⁽¹⁾

$ 0 ⁽²⁾

07/29/2016

19.423

Â ⁽³⁾

Common Stock

19.423

$ 81.44

13,302.811

Executive Deferred Incentive Program - Danaher Stock Fund ⁽¹⁾

$ 0 ⁽²⁾

08/05/2016

12.051

Â ⁽³⁾

Common Stock

12.051

$ 81.5

13,302.811

Executive Deferred Incentive Program - Danaher Stock Fund ⁽¹⁾

$ 0 ⁽²⁾

08/19/2016

12.164

Â ⁽³⁾

Common Stock

12.164

$ 80.74

13,302.811

Executive Deferred Incentive Program - Danaher Stock Fund ⁽¹⁾

$ 0 ⁽²⁾

09/02/2016

12.097

Â ⁽³⁾

Common Stock

12.097

$ 81.19

13,302.811

Executive Deferred Incentive Program - Danaher Stock Fund ⁽¹⁾

$ 0 ⁽²⁾

09/16/2016

12.826

Â ⁽³⁾

Common Stock

12.826

$ 76.57

13,302.811

Executive Deferred Incentive Program - Danaher Stock Fund ⁽¹⁾

$ 0 ⁽²⁾

09/30/2016

12.529

Â ⁽³⁾

Common Stock

12.529

$ 78.39

13,302.811

Executive Deferred Incentive Program - Danaher Stock Fund ⁽¹⁾

$ 0 ⁽²⁾

10/14/2016

12.895

Â ⁽³⁾

Common Stock

12.895

$ 76.16

13,302.811

Executive Deferred Incentive Program - Danaher Stock Fund ⁽¹⁾

$ 0 ⁽²⁾

10/28/2016

33.653

Â ⁽³⁾

Common Stock

33.653

$ 78.19

13,302.811

Executive Deferred Incentive Program - Danaher Stock Fund ⁽¹⁾

$ 0 ⁽²⁾

11/14/2016

12.416

Â ⁽³⁾

Common Stock

12.416

$ 79.1

13,302.811

Executive Deferred Incentive Program - Danaher Stock Fund ⁽¹⁾

$ 0 ⁽²⁾

11/29/2016

12.411

Â ⁽³⁾

Common Stock

12.411

$ 79.13

13,302.811

Executive Deferred Incentive Program - Danaher Stock Fund ⁽¹⁾

$ 0 ⁽²⁾

12/09/2016

12.575

Â ⁽³⁾

Common Stock

12.575

$ 78.1

13,302.811

Executive Deferred Incentive Program - Danaher Stock Fund ⁽¹⁾

$ 0 ⁽²⁾

12/23/2016

12.44

Â ⁽³⁾

Common Stock

12.44

$ 78.95

13,302.811

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
King William 2200 PENNSYLVANIA AVENUE, NW, SUITE 800W WASHINGTON,Â DCÂ 20037	Â	Â	Â Senior Vice President	Â

Signatures

James F. O'Reilly, attorney-in-fact for William King		02/03/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The reported securities represent phantom shares in the Danaher stock fund (the "EDIP Stock Fund") acquired under Danaher's Executive Deferred Incentive Program (the "EDIP"). The number of phantom shares is calculated based on the closing price of Danaher common stock as reported on the NYSE on the date such contributions are credited to the EDIP Stock Fund, which is the price shown in Table II, Column 8 above.
(2)	The notional shares convert on a one-for-one basis.
(3)	The phantom share acquisitions reported herein represent either voluntary deferrals from salary or bonus or notional dividend accruals on phantom shares; the reporting person is fully vested in the phantom shares attributable to voluntary deferrals and dividends thereon. With respect to dividend accruals on Company contributions to the reporting person's EDIP account, the reporting person will vest in such amounts as follows: 100% upon the earlier of the reporting person's death, or upon retirement following at least 5 years of service with Danaher and reaching the age of 55, or, if earlier, one-tenth per year of participation following five years of participation, in each case in accordance with the plan. Upon termination of employment, the EDIP Stock Fund is settled in shares of Danaher common stock.

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