SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
RALES STEVEN M

(Last) (First) (Middle)
2099 PENNSYLVANIA AVENUE, NW
12TH FLOOR

(Street)
WASHINGTON DC 20006

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DANAHER CORP /DE/ [ DHR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman
3. Date of Earliest Transaction (Month/Day/Year)
03/29/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $.01 per share 03/29/2007 J(1) 20,000,000 D (1) 0 I By Equity Group Holdings LLC
Common Stock, par value $.01 per share 03/29/2007 J(2) 10,000,000 A (2) 22,000,000 I Through single-member LLCs(3)
Common Stock, par value $.01 per share 03/29/2007 J(4) 3,692,482 D (4) 0 I By Equity Group Holdings II LLC
Common Stock, par value $.01 per share 03/29/2007 J(5) 1,846,241 A (5) 9,007,370 D
Common Stock, par value $.01 per share 2,303 I By 401(k) Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Explanation of Responses:
1. Effective March 29, 2007, Equity Group Holdings LLC distributed, in a transaction not involving any exchange of consideration, 20,000,000 shares of Danaher Corporation Common Stock, par value $.01 per share (the "Shares") to Steven M. Rales and Mitchell P. Rales and their affiliates, in proportion to the representative beneficial interests of the distributees in the Shares. Steven M. Rales and his brother, Mitchell P. Rales, are the sole members of Equity Group Holdings LLC.
2. Receipt of distribution from Equity Group Holdings LLC of 10,000,000 Shares in a transaction not involving any exchange of consideration.
3. The reported Shares are held through the following single-member LLCs: SMRDHR LLC, SMRDHR II LLC and SMRDHR III LLC. Steven M. Rales is the sole member of each of these LLCs.
4. Effective March 29, 2007, Equity Group Holdings II LLC distributed, in a transaction not involving any exchange of consideration, 3,692,482 Shares to Steven M. Rales and Mitchell P. Rales and their affiliates, in proportion to the representative beneficial interests of the distributees in the Shares. Steven M. Rales and his brother, Mitchell P. Rales, are the sole members of Equity Group Holdings II LLC.
5. Receipt of distribution from Equity Group Holdings II LLC of 1,846,241 Shares in a transaction not involving any exchange of consideration.
Remarks:
*** The transactions reported in this Form 4 relate to Danaher shares owned individually or jointly by Steven M. Rales and Mitchell P. Rales, which have been distributed, for no consideration, in equal proportions to each of Steven M. Rales (or entities that he owns) and Mitchell P. Rales (or entities that he owns). These distributions are being made for financial planning and estate planning purposes. None of these reported transactions involves a sale of shares. The combined holdings of Steven M. Rales and Mitchell P. Rales remain unchanged at 61,475,187 shares (which includes shares held through charitable foundations).
/s/ STEVEN M. RALES 03/30/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.