DANAHER CORP /DE/ — Director's Dealing 2020

May 12, 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 MITCHELL P (Director, Chairman of Exec. Committee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-12	Common Stock, par value $.01	P	613	$163.00	Acquired	2256	Indirect
2020-05-12	Common Stock, par value $.01	P	613	$163.00	Acquired	2256	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-12	Series B Mandatory Convertible Preferred Stock	$	P	10000	Acquired		Common Stock (50081)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01	2236454	Direct
Common Stock, par value $.01	32000000	Indirect
Common Stock, par value $.01	862479	Indirect
Common Stock, par value $.01	194075	Indirect
Common Stock, par value $.01	27560	Indirect

Footnotes

F1: 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.

F2: 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 of these LLCs.

F3: The Reporting Person is the trustee of the Mitchell P. Rales Family Trust.

F4: 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.

F5: At any time prior to April 15, 2023, the Reporting Person has the option to elect to convert his indirectly owned 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. 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").

F6: (continued from footnote 5) 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.