Fortive Corp — Director's Dealing 2017

Feb 27, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fortive Corp (FTV)
CIK: 0001659166
Period of Report: 2017-02-23

Reporting Person: Gafinowitz Martin (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-23	Common Stock	A	23920	—	Acquired	41314.216	Direct
2017-02-23	Common Stock	M	4893	—	Acquired	46207.216	Direct
2017-02-23	Common Stock	F	1613	$57.26	Disposed	44594.216	Direct
2017-02-24	Common Stock	M	8659	—	Acquired	53253.216	Direct
2017-02-24	Common Stock	F	2984	$57.79	Disposed	50269.216	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-23	Employee Stock Option (Right to Buy)	$57.26	A	37520	Acquired	2027-02-23	Common Stock (37520.0)	Direct
2017-02-23	Restricted Stock Unit	$	M	4893	Disposed		Common Stock (4893.0)	Direct
2017-02-24	Restricted Stock Unit	$	M	8659	Disposed		Common Stock (8659.0)	Direct

Footnotes

F1: In connection with the separation of the Issuer from Danaher Corporation ("Danaher"), Performance-Based Restricted Stock Units issued by Danaher on February 24, 2016 to the Reporting Person that remained unvested as of July 2, 2016 were cancelled and replaced with 23,920 Performance-Based Restricted Stock Awards ("RSAs") of the Issuer. This transaction is being reported in connection with the determination by the Compensation Committee of the Issuer's Board of Directors on February 23, 2017 that the performance criteria of the RSAs have been achieved. The RSAs remain subject to time-based vesting provisions.

F2: Restricted stock units are payable in shares of common stock on a one-to-one basis.

F3: One third of the options granted vest on each of the third, fourth, and fifth anniversary of the grant date.

F4: In connection with the separation of the Issuer from Danaher, Restricted Stock Units issued by Danaher on February 23, 2012 to the Reporting Person that remained unvested as of July 2, 2016 were converted into 4,893 Restricted Stock Units of the Issuer vesting on February 23, 2017.

F5: In connection with the separation of the Issuer from Danaher, Restricted Stock Units issued by Danaher on February 24, 2014 to the Reporting Person that remained unvested as of July 2, 2016 were converted into 25,981 Restricted Stock Units of the Issuer vesting in three remaining equal annual installments beginning on February 24, 2017.