McGrew Matthew Form 3 DANAHER / Matthew McGrew ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

McGrew Matthew

(Last)

(First)

(Middle)

2200 PENNSYLVANIA AVENUE, NW

SUITE 800W

(Street)

WASHINGTON

20037

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2019

3. Issuer Name and Ticker or Trading Symbol
DANAHER CORP /DE/ [ DHR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & Chief Financial Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	24,166	D
Common Stock	8,706.179	I	By 401K

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	02/24/2018⁽²⁾	02/24/2028	Common Stock	30,890	99.33	D
Employee Stock Option (Right to Buy)	02/24/2017⁽²⁾	02/24/2027	Common Stock	13,860	86.08	D
Employee Stock Option (Right to Buy)	11/15/2015⁽¹⁾	11/15/2025	Common Stock	42,882	70.75	D
Employee Stock Option (Right to Buy)	02/24/2015⁽²⁾	02/24/2025	Common Stock	8,211	65.83	D
Employee Stock Option (Right to Buy)	05/15/2014⁽¹⁾	05/15/2024	Common Stock	11,213	56.7	D
Employee Stock Option (Right to Buy)	02/24/2014⁽²⁾	02/24/2024	Common Stock	7,722	57.9	D
Employee Stock Option (Right to Buy)	02/21/2013⁽²⁾	02/21/2023	Common Stock	6,836	46.13	D
Employee Stock Option (Right to Buy)	02/21/2013⁽¹⁾	02/23/2023	Common Stock	5,474	46.13	D
Employee Stock Option (Right to Buy)	02/23/2012⁽²⁾	02/23/2022	Common Stock	7,894	40.45	D
Employee Stock Option (Right to Buy)	02/23/2011⁽²⁾	02/23/2021	Common Stock	8,542	37.51	D
Employee Stock Option (Right to Buy)	02/23/2010⁽²⁾	02/23/2020	Common Stock	9,176	28.23	D
Executive Deferred Incentive Program- Danaher StockFund⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	1,668.722	0⁽⁵⁾	D

Explanation of Responses:

1. Date shown is grant date. One-third of the options originally granted became or become exercisable on each of the third, fourth and fifth anniversaries of the grant date.

2. Date shown is grant date. Twenty percent of the options originally granted became or become exercisable on each of the first five anniversaries of the grant date.

3. Compensation deferred or contributed into the Danaher stock fund (the "EDIP Stock Fund") included in Danaher's Executive Deferred Incentive Program (the "EDIP") is deemed to be invested in a number of unfunded, notional shares of Danaher common stock based on the closing price of Danaher common stock as reported on the NYSE on the date such compensation is credited to the EDIP Stock Fund (or the closing price for the immediately preceding business day, if such date is not a business day).

4. The reporting person immediately vests in 100% of each voluntary contribution to the EDIP Stock Fund. The reporting person will vest in all company contributions to the EDIP Stock Fund 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 vested portion of the EDIP Stock Fund is settled in Danaher common stock.

5. The notional shares convert on a one-for-one basis.

Remarks:

	James F. O'Reilly, attorney-in-fact for Matthew McGrew	01/03/2019
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

McGrew Matthew Form 3DANAHER / Matthew McGrew ownership change