Introductory Statement
This Amendment No. 4 (this “Amendment No. 4”) to the Statement on Schedule 13D (the “Statement”) relates to the common stock, par
value $.01 per share of Danaher Corporation, a corporation organized under the laws of the state of Delaware (the “Company”). This Amendment No. 4 amends and supplements (i) the Statement originally filed on March 30, 2007
with the Securities and Exchange Commission (the “Commission”) by Steven M. Rales, (ii) Amendment No. 1 to the Statement filed on July 31, 2009, (iii) Amendment No. 2 to the Statement filed on June 30, 2011, and
(iv) the Amendment No. 3 to the Statement filed on October 25, 2012. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the initial Schedule 13D, Amendment No. 1 or
Amendment No. 2, or Amendment No. 3, as applicable.
Item 5. Interest in Securities of the Issuer
As of the date hereof, Steven M. Rales is the beneficial owner of 43,401,249 shares of common stock representing approximately 6.1% of the approximately
706,519,793 shares outstanding, as disclosed in the Company’s final prospectus supplement filed pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended, and assuming conversion of all of the Series B Mandatory Convertible Preferred
Stock beneficially owned by the Reporting Person. The Reporting Person’s beneficial ownership consists of 34,000,000 shares owned by limited liability companies of which the Reporting Person is the trustee of the sole member, 19,104 shares
attributable to the Reporting Person’s 401(k) account, 5,196,716 shares held through a revocable trust of which the Reporting Person is trustee, 3,818,024 held through grantor retained annuity trusts of which the Reporting Person is trustee and
sole annuitant, and 117,000 shares owned by a charitable foundation of which the Reporting Person is a director.
The Reporting Person’s beneficial
ownership also consists of approximately 125,202.5 shares of common stock underlying 25,000 shares of the Company’s Series B Mandatory Convertible Preferred Stock held through a revocable trust of which the Reporting Person is trustee, and
approximately 125,202.5 shares of common stock underlying the 25,000 shares of the Company’s Series B Mandatory Convertible Preferred Stock owned by a charitable foundation of which the Reporting Person is a director, in each case calculated
based on the conversion rate in effect as of the date hereof. At any time prior to April 15, 2023, the Reporting Person has the option to elect to convert the shares of the Series B Mandatory Convertible Preferred Stock in whole or in part into
shares of the Company’s common stock at the minimum conversion rate of 5.0081 shares of the Company’s common stock per share of Series B Mandatory Convertible Preferred Stock. In addition, the Series B Mandatory Preferred Stock will
convert into shares of the Company’s common stock on the second business day immediately following the last trading day of the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately preceding
April 15, 2023 (the “mandatory conversion date”). Upon conversion on the mandatory conversion date, the conversion rate for each share of the Series B Mandatory Convertible Preferred Stock will be not more than 6.1349 shares of common
stock and not less than 5.0081 shares of common stock, with the exact conversion rate depending on the applicable market value of the common stock.
The
Reporting Person disclaims beneficial ownership of all shares that are owned directly or indirectly by Mitchell P. Rales, the Reporting Person’s brother.
All of the shares of the Company’s common stock held by the limited liability companies of which the Reporting Person is the trustee of the sole member
are pledged to secure lines of credit with certain banks and each of these entities and the Reporting Person is in compliance with these lines of credit.
During the past sixty days, the Reporting Person acquired beneficial ownership of 50,000 shares of Series B Mandatory Convertible Preferred Stock on
May 12, 2020 at the public offering price of $1,000 per share. 25,000 of such shares were acquired by the Reporting Person through a revocable trust of which the Reporting Person is trustee and 25,000 of the shares were acquired by a charitable
foundation of which the Reporting Person is a director.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.