X0306 4 2020-05-12 0 0000313616 DANAHER CORP /DE/ DHR 0001015014 RALES MITCHELL P 11790 GLEN ROAD POTOMAC MD 20854 1 1 0 0 Chairman of Exec. Committee Common Stock, par value $.01 2020-05-12 4 P 0 613 163.00 A 2256 I By daughter Common Stock, par value $.01 2020-05-12 4 P 0 613 163.00 A 2256 I By daughter Common Stock, par value $.01 2236454 D Common Stock, par value $.01 32000000 I Through single-member LLCs Common Stock, par value $.01 862479 I Through the Mitchell P. Rales Family Trust Common Stock, par value $.01 194075 I By 401(k) Plan Common Stock, par value $.01 27560 I By spouse Series B Mandatory Convertible Preferred Stock 2020-05-12 4 P 0 10000 1000.00 A Common Stock 50081 10000 I Through the Mitchell P. Rales Family Trust 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. 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. The Reporting Person is the trustee of the Mitchell P. Rales Family Trust. 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. 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"). (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. By: /s/ Mitchell P. Rales 2020-05-12