DANAHER CORP /DE/ — Director's Dealing 2020

May 14, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DANAHER CORP /DE/ (DHR)
CIK: 0000313616
Period of Report: 2020-05-12

Reporting Person: RALES STEVEN M (Director, Chairman)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-12	Series B Mandatory Convertible Preferred Stock	$	P	25000	Acquired		Common Stock (125202.5)	Direct

Footnotes

F1: At any time prior to April 15, 2023, the Reporting Person has the option to elect to convert his shares of the Series B Mandatory Convertible Preferred Stock in whole or in part into shares of the Issuer's common stock at the minimum conversion rate of 5.0081 shares of common stock per share of Series B Mandatory Convertible Preferred Stock.

F2: (Continued from Footnote 1) The Series B Mandatory Preferred Stock will convert automatically into shares of the Issuer'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.