Fortive Corp — Director's Dealing 2017

Jun 8, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fortive Corp (FTV)
CIK: 0001659166
Period of Report: 2017-06-06

Reporting Person: RALES MITCHELL P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-06	Common Stock, par value $0.01	A	2800	$0.00	Acquired	3987853	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01	14500000	Indirect
Common Stock, par value $0.01	327587	Indirect
Common Stock, par value $0.01	68388	Indirect
Common Stock, par value $0.01	12585	Indirect

Footnotes

F1: Represents restricted stock units granted on June 6, 2017 and payable solely in common stock. The restricted stock units granted will vest at the earlier of June 6, 2018 or the date of the Issuer's 2018 annual meeting, but the underlying shares will not be issued until the earlier of the Reporting Person's death or the first day of the seventh month following the Reporting Person's retirement from the Board of Directors of the Issuer.

F2: The reported shares are held through the following single-member LLCs: MPRDHR LLC, MPRDHR II LLC, MPRDHR III LLC, MPRDHR IV LLC and MPRDHR V LLC. The Reporting Person is the sole member of each of these LLCs.

F3: The Reporting Person is the trustee of the Mitchell P. Rales Family Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Mitchell P. Rales Family Trust, except to the extent of the Reporting Person's pecuniary interest.

F4: The Reporting Person disclaims beneficial ownership of the shares held by his spouse, Emily W. Rales, 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 purposes.