Fortive Corp — Director's Dealing 2019

Feb 28, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fortive Corp (FTV)
CIK: 0001659166
Period of Report: 2019-02-25

Reporting Person: LICO JAMES A (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-25	Common Stock	A	48874	—	Acquired	302984	Direct
2019-02-25	Common Stock	F	19232	$81.60	Disposed	283752	Direct
2019-02-25	Common Stock	A	9335	—	Acquired	293087	Direct
2019-02-25	Common Stock	A	32295	—	Acquired	325382	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-25	Employee Stock Option (Right to Buy)	$81.6	A	195710	Acquired	2029-02-25	Common Stock (195710.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19402	Indirect

Footnotes

F1: In connection with the separation of the Issuer from Danaher Corporation ("Danaher"), Performance 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 Performance Stock Awards ("PSAs") of the Issuer. This transaction is being reported in connection with the determination by the Compensation Committee of the Issuer (the "Committee") on February 25, 2019 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 22, 2018, the Committee awarded the Reporting Person Restricted Stock Units ("RSUs") with the opportunity to earn additional RSUs ("Additional RSUs") upon achievement of corresponding performance criteria. This transaction is being reported in connection with the determination by the Committee on February 25, 2019 that the performance criteria of the Additional RSUs have been achieved. The Additional RSUs remain subject to time-based vesting provisions.

F4: Restricted stock units are payable in shares of common stock on a one-to-one basis.

F5: On February 25, 2019, the Committee awarded the Reporting Person 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.

F6: Based on a plan statement dated as of January 31, 2019.

F7: One half of the options granted vest on each of the fourth and fifth anniversary of the grant date.