SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

1. Name and Address of Reporting Person^*

Blackwell Allison F.

(Last)

(First)

(Middle)

250 S. KRAEMER BLVD

(Street)

BREA

92821

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BECKMAN COULTER INC [ BEC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Interim SVP Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2011

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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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	06/30/2011		A		3,540⁽¹⁾	A	$0	7,393	D
Common Stock	06/30/2011		D		7,393⁽²⁾	D	$83.5⁽²⁾	0	D
Common Stock	06/30/2011		D		248.52	D	$83.5	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 (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)	Code	V	(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)
Non Qualified Stock Option	$73.39	06/30/2011		D			3,000	⁽³⁾	10/01/2014⁽³⁾	Common Stock	3,000	$10.11	0	D
Non Qualified Stock Option	$72.49	06/30/2011		D			2,000	⁽³⁾	01/03/2015⁽³⁾	Common Stock	2,000	$11.01	0	D
Non Qualified Stock Option	$43.32	06/30/2011		D			4,280	⁽³⁾	01/08/2016⁽³⁾	Common Stock	4,280	$40.18	0	D
Non Qualified Stock Option	$67.88	06/30/2011		D			4,330	⁽³⁾	01/07/2017⁽³⁾	Common Stock	4,330	$15.62	0	D
Non Qualified Stock Option	$76.04	06/30/2011		D			7,840	⁽³⁾	01/06/2018⁽³⁾	Common Stock	7,840	$7.46	0	D
Phantom Stock Units	⁽⁴⁾	06/30/2011		D			22.95	⁽⁵⁾	⁽⁵⁾	Common Stock	22.95	$83.5	0⁽⁶⁾	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated February 6, 2011, by and among Danaher Corporation, DJanet Acquisition Corp., and Beckman Coulter, Inc. (the "Merger Agreement") , the previously unvested performance shares became fully vested immediately prior to the merger.

2. Pursuant to the Merger Agreement, all restricted stock units, performance shares, and shares of common stock were cancelled and were exchanged for a merger consideration of $83.50 per share in the merger.

3. Pursuant to the Merger Agreement, this option was vested in full and cancelled in the merger in exchange for a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share merger consideration of $83.50 and the per share exercise price of this option.

4. 1 - for - 1

5. Pursuant to the Merger Agreement, the stock units were converted into a dollar amount equal to the product of the number of stock units and the merger consideration of $83.50 per share under the Executive Deferred Compensation Plan or the Executive Restoration Plan, as applicable.

6. Reflects correction of prior understatement of 11.6533 shares.

	/s/ Daniel B. Kim by power of attorney	07/05/2011
	** 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.