King William Form 5 DANAHER / William King ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

King William

(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)
Senior Vice President

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

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 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)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)	4. Transaction Code (Instr. 8)	(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)
Executive Deferred Incentive Program - Danaher Stock Fund⁽¹⁾	$0⁽²⁾	01/08/2016		A	13.579		⁽³⁾	⁽³⁾	Common Stock	13.579	$67.1	13,302.811	D
Executive Deferred Incentive Program - Danaher Stock Fund⁽¹⁾	$0⁽²⁾	01/22/2016		A	14.081		⁽³⁾	⁽³⁾	Common Stock	14.081	$64.71	13,302.811	D
Executive Deferred Incentive Program - Danaher Stock Fund⁽¹⁾	$0⁽²⁾	01/29/2016		A	17.505		⁽³⁾	⁽³⁾	Common Stock	17.505	$65.69	13,302.811	D
Executive Deferred Incentive Program - Danaher Stock Fund⁽¹⁾	$0⁽²⁾	02/05/2016		A	14.133		⁽³⁾	⁽³⁾	Common Stock	14.133	$64.47	13,302.811	D
Executive Deferred Incentive Program - Danaher Stock Fund⁽¹⁾	$0⁽²⁾	02/19/2016		A	13.87		⁽³⁾	⁽³⁾	Common Stock	13.87	$65.69	13,302.811	D
Executive Deferred Incentive Program - Danaher Stock Fund⁽¹⁾	$0⁽²⁾	03/04/2016		A	13.249		⁽³⁾	⁽³⁾	Common Stock	13.249	$68.77	13,302.811	D
Executive Deferred Incentive Program - Danaher Stock Fund⁽¹⁾	$0⁽²⁾	03/11/2016		A	630.073		⁽³⁾	⁽³⁾	Common Stock	630.073	$68.7	13,302.811	D
Executive Deferred Incentive Program - Danaher Stock Fund⁽¹⁾	$0⁽²⁾	03/18/2016		A	17.623		⁽³⁾	⁽³⁾	Common Stock	17.623	$72.24	13,302.811	D
Executive Deferred Incentive Program - Danaher Stock Fund⁽¹⁾	$0⁽²⁾	04/01/2017		A	13.546		⁽³⁾	⁽³⁾	Common Stock	13.546	$72.5	13,302.811	D
Executive Deferred Incentive Program - Danaher Stock Fund⁽¹⁾	$0⁽²⁾	04/15/2016		A	13.763		⁽³⁾	⁽³⁾	Common Stock	13.763	$71.36	13,302.811	D
Executive Deferred Incentive Program - Danaher Stock Fund⁽¹⁾	$0⁽²⁾	04/29/2016		A	34.808		⁽³⁾	⁽³⁾	Common Stock	34.808	$73.35	13,302.811	D
Executive Deferred Incentive Program - Danaher Stock Fund⁽¹⁾	$0⁽²⁾	05/13/2016		A	13.304		⁽³⁾	⁽³⁾	Common Stock	13.304	$73.82	13,302.811	D
Executive Deferred Incentive Program - Danaher Stock Fund⁽¹⁾	$0⁽²⁾	05/27/2016		A	13.097		⁽³⁾	⁽³⁾	Common Stock	13.097	$74.99	13,302.811	D
Executive Deferred Incentive Program - Danaher Stock Fund⁽¹⁾	$0⁽²⁾	06/10/2016		A	13.044		⁽³⁾	⁽³⁾	Common Stock	13.044	$75.29	13,302.811	D
Executive Deferred Incentive Program - Danaher Stock Fund⁽¹⁾	$0⁽²⁾	06/24/2016		A	13.19		⁽¹⁾	⁽³⁾	Common Stock	13.19	$74.46	13,302.811	D
Executive Deferred Incentive Program - Danaher Stock Fund⁽¹⁾	$0⁽²⁾	07/08/2016		A	12.146		⁽³⁾	⁽³⁾	Common Stock	12.146	$80.86	13,302.811	D
Executive Deferred Incentive Program - Danaher Stock Fund⁽¹⁾	$0⁽²⁾	07/22/2016		A	12.089		⁽³⁾	⁽³⁾	Common Stock	12.089	$81.24	13,302.811	D
Executive Deferred Incentive Program - Danaher Stock Fund⁽¹⁾	$0⁽²⁾	07/29/2016		A	19.423		⁽³⁾	⁽³⁾	Common Stock	19.423	$81.44	13,302.811	D
Executive Deferred Incentive Program - Danaher Stock Fund⁽¹⁾	$0⁽²⁾	08/05/2016		A	12.051		⁽³⁾	⁽³⁾	Common Stock	12.051	$81.5	13,302.811	D
Executive Deferred Incentive Program - Danaher Stock Fund⁽¹⁾	$0⁽²⁾	08/19/2016		A	12.164		⁽³⁾	⁽³⁾	Common Stock	12.164	$80.74	13,302.811	D
Executive Deferred Incentive Program - Danaher Stock Fund⁽¹⁾	$0⁽²⁾	09/02/2016		A	12.097		⁽³⁾	⁽³⁾	Common Stock	12.097	$81.19	13,302.811	D
Executive Deferred Incentive Program - Danaher Stock Fund⁽¹⁾	$0⁽²⁾	09/16/2016		A	12.826		⁽³⁾	⁽³⁾	Common Stock	12.826	$76.57	13,302.811	D
Executive Deferred Incentive Program - Danaher Stock Fund⁽¹⁾	$0⁽²⁾	09/30/2016		A	12.529		⁽³⁾	⁽³⁾	Common Stock	12.529	$78.39	13,302.811	D
Executive Deferred Incentive Program - Danaher Stock Fund⁽¹⁾	$0⁽²⁾	10/14/2016		A	12.895		⁽³⁾	⁽³⁾	Common Stock	12.895	$76.16	13,302.811	D
Executive Deferred Incentive Program - Danaher Stock Fund⁽¹⁾	$0⁽²⁾	10/28/2016		A	33.653		⁽³⁾	⁽³⁾	Common Stock	33.653	$78.19	13,302.811	D
Executive Deferred Incentive Program - Danaher Stock Fund⁽¹⁾	$0⁽²⁾	11/14/2016		A	12.416		⁽³⁾	⁽³⁾	Common Stock	12.416	$79.1	13,302.811	D
Executive Deferred Incentive Program - Danaher Stock Fund⁽¹⁾	$0⁽²⁾	11/29/2016		A	12.411		⁽³⁾	⁽³⁾	Common Stock	12.411	$79.13	13,302.811	D
Executive Deferred Incentive Program - Danaher Stock Fund⁽¹⁾	$0⁽²⁾	12/09/2016		A	12.575		⁽³⁾	⁽³⁾	Common Stock	12.575	$78.1	13,302.811	D
Executive Deferred Incentive Program - Danaher Stock Fund⁽¹⁾	$0⁽²⁾	12/23/2016		A	12.44		⁽³⁾	⁽³⁾	Common Stock	12.44	$78.95	13,302.811	D

Explanation of Responses:

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.

Remarks:

	James F. O'Reilly, attorney-in-fact for William King	02/03/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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King William Form 5DANAHER / William King ownership change