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: LICO JAMES A (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-22	Common Stock	A	36953	—	Acquired	170347	Direct
2018-02-22	Common Stock	F	14542	$76.68	Disposed	155805	Direct
2018-02-22	Common Stock	A	33160	—	Acquired	188965	Direct
2018-02-22	Common Stock	A	30210	—	Acquired	219175	Direct
2018-02-23	Common Stock	M	21871	—	Acquired	241046	Direct
2018-02-23	Common Stock	F	8604	$77.14	Disposed	232442	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	183090	Acquired	2028-02-22	Common Stock (183090.0)	Direct
2018-02-23	Restricted Stock Unit	$	M	21871	Disposed		Common Stock (21871.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5052.94	Indirect

Footnotes

F1: In connection with the separation of the Issuer from Danaher Corporation ("Danaher"), Performance Stock Units issued by Danaher on February 24, 2015 to the Reporting Person that remained unvested as of July 2, 2016 were cancelled and replaced with Performance Stock Awards ("PSAs") of the Issuer. This transaction is being reported in connection with the determination by the Compensation Committee of the Issuer's Board of Directors (the "Committee") on February 22, 2018 that the performance criteria of the PSAs have been achieved. The shares remain subject to a two-year holding period requirement.

F2: This transaction relates to the withholding of shares for tax purposes in connection with the vesting and distribution of PSAs.

F3: On February 23, 2017, the Committee 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.

F4: 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.

F5: Restricted stock units are payable in shares of common stock on a one-to-one basis.

F6: This transaction relates to the withholding of shares for tax purposes in connection with the vesting and distribution of restricted stock units.

F7: Based on a plan statement dated as of January 31, 2018.

F8: One half of the options granted vest on each of the fourth and fifth anniversary of the grant date.

F9: 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 43,741 Restricted Stock Units of the Issuer vesting in two equal annual installments beginning on February 23, 2018.