Fortive Corp — Director's Dealing 2018

Feb 26, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fortive Corp (FTV)
CIK: 0001659166
Period of Report: 2018-02-22

Reporting Person: Gafinowitz Martin (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-22	Common Stock	A	12380	—	Acquired	66519	Direct
2018-02-22	Common Stock	A	5120	—	Acquired	71639	Direct
2018-02-23	Common Stock	M	8661	—	Acquired	80300	Direct
2018-02-23	Common Stock	M	3600	—	Acquired	83900	Direct
2018-02-23	Common Stock	F	4189	$77.14	Disposed	79711	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-22	Employee Stock Option (Right to Buy)	$76.68	A	31030	Acquired	2028-02-22	Common Stock (31030.0)	Direct
2018-02-23	Restricted Stock Unit	$	M	8661	Disposed		Common Stock (8661.0)	Direct
2018-02-23	Restricted Stock Unit	$	M	3600	Disposed		Common Stock (3600.0)	Direct

Footnotes

F1: On February 23, 2017, the Compensation Committee (the "Committee") of the Issuer's Board of Directors awarded the Reporting Person Performance-Based Restricted Stock Awards ("RSAs"). This transaction is being reported in connection with the determination by the Committee on February 22, 2018 that the performance criteria of the RSAs have been achieved. The RSAs remain subject to time-based vesting provisions.

F2: On February 22, 2018, the Committee awarded the Reporting Person Restricted Stock Units ("RSUs"). This transaction is being reported to identify the portion of the RSUs that are subject only to time-based vesting provisions. Pursuant to the terms of the award, additional RSUs may be issued upon determination by the Committee that the corresponding performance criteria have been achieved.

F3: Restricted stock units are payable in shares of common stock on a one-to-one basis.

F4: This transaction relates to the aggregate withholding of shares for tax purposes in connection with the vesting and distribution of restricted stock units.

F5: One third of the options granted vest on each of the third, fourth, and fifth anniversary of the grant date.

F6: In connection with the separation of the Issuer from Danaher Corporation ("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 equal annual installments beginning on February 24, 2017.

F7: In connection with the separation of the Issuer from Danaher, Restricted Stock Units issued by Danaher on February 24, 2015 to the Reporting Person that remained unvested as of July 2, 2016 were converted into 10,702 Restricted Stock Units of the Issuer vesting in three equal annual installments beginning on February 23, 2018.