Mitchell P Rales Form 5 DANAHER / MITCHELL P RALES 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^*

RALES MITCHELL P

(Last)

(First)

(Middle)

11790 GLEN ROAD

(Street)

POTOMAC

20854

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman of Exec. Committee

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2022

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)
Common Stock, par value $.01	05/16/2022		G	12,614	D	$0.00	1,593,752	D
Common Stock, par value $.01	05/17/2022		G	2,538	D	$0.00	1,591,214	D
Common Stock, par value $.01	11/17/2022		G	185	D	$0.00	1,591,029	D
Common Stock, par value $.01	11/17/2022		G	185	D	$0.00	1,590,844	D
Common Stock, par value $.01							199	I	By 401(k) Plan
Common Stock, par value $.01							3,256	I	By trust for daughter⁽¹⁾
Common Stock, par value $.01							3,256	I	By trust for daughter⁽¹⁾
Common Stock, par value $.01							25,671,000	I	Through single-member LLCs⁽²⁾
Common Stock, par value $.01							862,479	I	Through the Mitchell P. Rales Family Trust⁽³⁾
Common Stock, par value $.01							27,560	I	By spouse⁽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)
Danaher deferred contribution programs - Danaher Stock Fund⁽⁵⁾	$0.00⁽⁶⁾	01/28/2022		A	1.254		⁽⁷⁾	⁽⁷⁾	Common Stock, par value $.01	1.254⁽⁵⁾	$281.108	4,245.21	D
Danaher deferred contribution programs - Danaher Stock Fund⁽⁵⁾	$0.00⁽⁶⁾	04/29/2022		A	2.819		⁽⁷⁾	⁽⁷⁾	Common Stock, par value $.01	2.819⁽⁵⁾	$251.128	4,248.03	D
Danaher deferred contribution programs - Danaher Stock Fund⁽⁵⁾	$0.00⁽⁶⁾	07/29/2022		A	2.431		⁽⁷⁾	⁽⁷⁾	Common Stock, par value $.01	2.431⁽⁵⁾	$291.464	4,250.46	D
Danaher deferred contribution programs - Danaher Stock Fund⁽⁵⁾	$0.00⁽⁶⁾	10/28/2022		A	2.816		⁽⁷⁾	⁽⁷⁾	Common Stock, par value $.01	2.816⁽⁵⁾	$251.829	4,253.27	D

Explanation of Responses:

1. The reported shares are held through custodial accounts for the benefit of the Reporting Person's daughter. The Reporting Person disclaims beneficial ownership of the shares held by his daughter, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of his daughter's shares for purposes of Section 16 or for any other purpose.

2. The reported shares are held through single-member LLCs, of which a revocable trust with the Reporting Person as the sole trustee and beneficiary is the sole member.

3. The Reporting Person is the trustee of the Mitchell P. Rales Family Trust.

4. The Reporting Person disclaims beneficial ownership of the shares held by his spouse, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of his spouse's shares for purposes of Section 16 or for any other purpose.

5. Represents notional dividend accruals on phantom shares in the Danaher stock fund (the "ECP Stock Fund") in the Reporting Person's Excess Contribution Program (the "ECP") account.

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

7. Company contributions to the ECP consist of matching contributions (based on amounts the reporting person voluntary defers into the Danaher Deferred Compensation Plan) and non-elective contributions. A participant vests in the matching contribution in the ECP made each year on the first anniversary after it is credited to the participant's account. A participant vests in the non-elective contribution in the ECP made each year on the later of the first anniversary after it is credited to the participant's account, or the date the participant has completed three years of service with Danaher.

Remarks:

	/s/ Mitchell P. Rales	02/13/2023
	** 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 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).
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.

Mitchell P Rales Form 5DANAHER / MITCHELL P RALES ownership change