Introductory Statement
This Amendment No. 5 (this Amendment No. 5) 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. 5 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,
(iv) the Amendment No. 3 to the Statement filed on October 25, 2012 and (v) the Amendment No. 4 to the Statement filed on May 14, 2020. 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, Amendment No. 3, or Amendment No. 4, as applicable.
Item 4. Purpose of Transaction
Item 4 of the
Statement is hereby supplemented as follows:
On June 10, 2021, the Reporting Person and Mitchell P. Rales each transferred for no consideration
8,000,000 shares of the Companys common stock to Capital Yield Corporation (CYC), a corporation of which each of the Reporting Person and Mitchell P. Rales is a 50% stockholder. On June 11, 2021, CYC gifted 6,100,000 shares of
the Companys common stock to a charitable foundation affiliated with the Reporting Person and 6,100,000 shares of the Companys common stock to a charitable foundation affiliated with Mitchell P. Rales. On June 11, 2021, the
remaining 3,800,000 shares of the Companys common stock held by CYC were distributed to the Reporting Person and Mitchell P. Rales on a pro rata basis based on their respective ownership interests in CYC.
Item 5. Interest in Securities of the Issuer
Item 5
of the Statement is hereby amended as follows:
As of the date hereof, Steven M. Rales is the beneficial owner of 43,454,958 shares of common stock
representing approximately 6.1% of the approximately 713,278,866 shares outstanding as of April 16 2021, as disclosed in the Companys Quarterly Report on Form 10-Q filed on April 22, 2021, and
assuming conversion of all of the Series B Mandatory Convertible Preferred Stock