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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
RALES STEVEN M 2099 PENNSYLVANIA AVENUE, NW 12TH FLOOR WASHINGTON, DC 20006 |
X | X | Chairman |
/s/ STEVEN M. RALES | 03/30/2007 | |
**Signature of Reporting Person | Date |
* | 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). |
(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). |