Statement of Changes in Beneficial Ownership (4)
May 12 2020 - 4:13PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
RALES MITCHELL P |
2. Issuer Name and Ticker or Trading Symbol
DANAHER CORP /DE/
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DHR
]
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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 |
(Last)
(First)
(Middle)
11790 GLEN ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/12/2020 |
(Street)
POTOMAC, MD 20854
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $.01 | 5/12/2020 | | P | | 613 | A | $163.00 | 2256 | I | By daughter (1) |
Common Stock, par value $.01 | 5/12/2020 | | P | | 613 | A | $163.00 | 2256 | I | By daughter (1) |
Common Stock, par value $.01 | | | | | | | | 2236454 | D | |
Common Stock, par value $.01 | | | | | | | | 32000000 | I | Through single-member LLCs (2) |
Common Stock, par value $.01 | | | | | | | | 862479 | I | Through the Mitchell P. Rales Family Trust (3) |
Common Stock, par value $.01 | | | | | | | | 194075 | I | By 401(k) Plan |
Common Stock, par value $.01 | | | | | | | | 27560 | I | By spouse (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Series B Mandatory Convertible Preferred Stock | (5)(6) | 5/12/2020 | | P | | 10000 | | (5)(6) | (5)(6) | Common Stock | 50081 (5)(6) | $1000.00 | 10000 | I | Through the Mitchell P. Rales Family Trust (3) |
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 of these LLCs. |
(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) | 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"). |
(6) | (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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
RALES MITCHELL P 11790 GLEN ROAD POTOMAC, MD 20854 | X |
| Chairman of Exec. Committee |
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Signatures
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By: /s/ Mitchell P. Rales | | 5/12/2020 |
**Signature of Reporting Person | Date |
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