Fortive Corp — Director's Dealing 2018

Jun 7, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fortive Corp (FTV)
CIK: 0001659166
Period of Report: 2018-06-05

Reporting Person: RALES MITCHELL P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-05	Common Stock	A	2320	$0.00	Acquired	1060864	Direct
2018-06-05	Common Stock	A	1325	$75.50	Acquired	1062189	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	17000000	Indirect
Common Stock	506896	Indirect
Common Stock	12585	Indirect

Footnotes

F1: On June 5, 2018, the Issuer granted to the Reporting Person restricted stock units ("Annual Grant RSUs") of the Issuer in the amount indicated as an annual equity grant made to the Reporting Person. Since the Annual Grant RSUs are payable solely in common stock, they are being reported in Table I of this Form 4. The Annual Grant RSUs vest on the earlier of the first anniversary of the grant date or the date of the Issuer's 2019 annual meeting of the stockholders, 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: On June 5, 2018, the Issuer granted to the Reporting Person restricted stock units ("Deferral RSUs") of the Issuer in the amount indicated, based on a 20-day average price of $75.50, pursuant to deferral election made by the Reporting Person of $100,000 in annual retainer that would otherwise have been paid in cash. Since the Deferral RSUs are payable solely in common stock, they are being reported in Table I of this Form 4. The Deferral RSUs vest on the earlier of the first anniversary of the grant date or the date of the Issuer's 2019 annual meeting of the stockholders, but the underlying shares will not be issued until the earlier of the Reporting Person's death or the fifth year following the Reporting Person's retirement from the Board of Directors of the Issuer.

F3: The reported shares are held through single-member LLCs. The Reporting Person is the sole member of these LLCs.

F4: The Reporting Person is the trustee of the Mitchell P. Rales Family Trust.

F5: 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 purpose.