EXPLANATORY NOTE
This Amendment No. 2 (this Amendment No. 2) to the Statement on Schedule 13D (as amended, the Statement) is being filed with
the Securities and Exchange Commission (the Commission) to report the Reporting Persons beneficial ownership of 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 amends and supplements the Statement originally filed on May 12, 2020 with the Commission, as amended by Amendment No. 1 to the Statement filed on June 14, 2021 with the Commission
. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Statement. This Amendment No. 2 constitutes an exit filing of the Reporting Person.
Item 4. Purpose of Transaction
Item 4 of the
Statement is hereby supplemented as follows:
As of November 2, 2021, the Reporting Person intends to commence sales of an anticipated amount of
approximately 1,225,000 shares of common stock from his direct holdings. A charitable foundation of which the Reporting Person is a director presently intends to acquire substantially the same number of shares through future purchases in the open
market, however the amount and timing of any such acquisitions will depend on various factors including market conditions.
Item 5. Interest in
Securities of the Issuer
As of the date hereof, the Reporting Person is the beneficial owner of 35,669,704.5 shares of common stock representing
approximately 4.99% of the 714,576,868 shares outstanding, as disclosed in the Companys Quarterly Report on Form 10-Q filed on October 21, 2021, and assuming conversion of all of the Series B
Mandatory Convertible Preferred Stock beneficially owned by the Reporting Person. The Reporting Persons ownership consists of 26,096,000 shares owned by limited liability companies of which the Reporting Person is the trustee of the sole
member, 6,312 shares owned by the Reporting Persons two minor children, 862,479 shares held by the Mitchell P. Rales Family Trust of which the Reporting Person is trustee, 194,180 shares attributable to the Reporting Persons 401(k)
account, 6,122,500 shares owned by a charitable foundation of which the Reporting Person is a director and 2,212,950 shares owned directly. The Reporting Person disclaims beneficial ownership of all shares that are owned directly or indirectly by
his spouse and by Steven M. Rales, his brother.
The Reporting Persons beneficial ownership also consists of approximately 125,202.5 shares of
common stock underlying 25,000 shares of the Companys Series B Mandatory Convertible Preferred Stock owned by a charitable foundation of which the Reporting Person is a director, and approximately 50,081 shares of common stock underlying the
10,000 shares of the Companys Series B Mandatory Convertible Preferred Stock owned by the Mitchell P. Rales Family Trust of which the Reporting Person is trustee, 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 Companys common stock at the
minimum conversion rate of 5.0081 shares of the Companys 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 Companys 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.
All of the shares of the Companys 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 are in compliance with the terms of
these lines of credit.
The information in Item 4 is incorporated by reference herein.