Fortive Corporation

11/05/2024 | Press release | Distributed by Public on 11/05/2024 17:22

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Walker Stacey A.
2. Issuer Name and Ticker or Trading Symbol
Fortive Corp [FTV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP - Human Resources
(Last) (First) (Middle)
6920 SEAWAY BLVD
3. Date of Earliest Transaction (Month/Day/Year)
11/01/2024
(Street)
EVERETT, WA 98203
4. If Amendment, Date 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
(City) (State) (Zip)
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 11/01/2024 M 1,303 A $35.84 43,954 D
Common Stock 11/01/2024 M 21,795 A $35.38 65,749 D
Common Stock 11/01/2024 M 32,234 A $47.61 97,983 D
Common Stock 11/01/2024 M 30,587 A $63.76 128,570 D
Common Stock 11/01/2024 M 32,367 A $67.85 160,937 D
Common Stock 11/01/2024 M 39,432 A $63.85 200,369 D
Common Stock 11/01/2024 M 14,090 A $67.64 214,459 D
Common Stock 11/01/2024 S 171,808 D $71.71(1) 42,651 D
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)
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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $35.84 11/01/2024 M 1,303 (2) 07/15/2025 Common Stock 1,303 $ 0 0 D
Employee Stock Option (Right to Buy) $35.38 11/01/2024 M 21,795 (3) 02/24/2026 Common Stock 21,795 $ 0 0 D
Employee Stock Option (Right to Buy) $47.61 11/01/2024 M 32,234 (4) 02/23/2027 Common Stock 32,234 $ 0 0 D
Employee Stock Option (Right to Buy) $63.76 11/01/2024 M 30,587 (4) 02/22/2028 Common Stock 30,587 $ 0 0 D
Employee Stock Option (Right to Buy) $67.85 11/01/2024 M 32,367 (4) 02/25/2029 Common Stock 32,367 $ 0 0 D
Employee Stock Option (Right to Buy) $63.85 11/01/2024 M 39,432 (4) 02/20/2030 Common Stock 39,432 $ 0 19,720 D
Employee Stock Option (Right to Buy) $67.64 11/01/2024 M 14,090 (5) 02/24/2031 Common Stock 14,090 $ 0 14,090 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Walker Stacey A.
6920 SEAWAY BLVD
EVERETT, WA 98203
SVP - Human Resources

Signatures

Daniel B. Kim, as attorney-in-fact 11/05/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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) The price reported in Table I, Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.67 to $71.89. The Reporting Person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(2) Prior to the separation of the Issuer from Danaher Corporation ("Danaher") on July 2, 2016 (the "Separation"), one-fifth of the stock options issued by Danaher on July 15, 2015 ("2015 Danaher Options") to the Reporting Person became exercisable on each of the first five anniversaries of the grant date. In connection with the Separation, the 2016 Danaher Options that remained outstanding as of July 2, 2016 were converted into stock options to purchase 1,083 shares of the Issuer's common stock with identical vesting schedule. In addition, the total number of stock options and the exercise price reflect an anti-dilution adjustment applied as a result of the spin-off of Vontier Corporation from the Issuer on October 9, 2020.
(3) Prior to the Separation, one-fifth of the stock options issued by Danaher on February 24, 2016 ("2016 Danaher Options") to the Reporting Person became exercisable on each of the first five anniversaries of the grant date. In connection with the Separation, the 2016 Danaher Options that remained outstanding as of July 2, 2016 were converted into stock options to purchase 18,120 shares of the Issuer's common stock with identical vesting schedule. In addition, the total number of stock options and the exercise price reflect an anti-dilution adjustment applied as a result of the spin-off of Vontier Corporation from the Issuer on October 9, 2020.
(4) One third of the options granted vest on each of the third, fourth, and fifth anniversary of the grant date. The total number of stock options and the exercise price reflect an anti-dilution adjustment applied as a result of the spin-off of Vontier Corporation from the Issuer on October 9, 2020.
(5) One half of the options granted vest on each of the third and fourth anniversary of the grant date.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.