Fortive Corp — Director's Dealing 2019

Feb 27, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fortive Corp (FTV)
CIK: 0001659166
Period of Report: 2019-02-22

Reporting Person: Gafinowitz Martin (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-22	Common Stock	M	8661	—	Acquired	89012	Direct
2019-02-22	Common Stock	M	3602	—	Acquired	92614	Direct
2019-02-22	Common Stock	F	5244	$81.37	Disposed	87370	Direct
2019-02-22	Common Stock	F	3436	$81.37	Disposed	83934	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-22	Restricted Stock Unit	$	M	8661	Disposed		Common Stock (8661.0)	Direct
2019-02-22	Restricted Stock Unit	$	M	3602	Disposed		Common Stock (3602.0)	Direct
2019-02-22	Executive Deferred Incentive Program - Fortive Stock Fund	$0.0	A	1333.907	Acquired		Common Stock (1333.907)	Direct

Footnotes

F1: Restricted stock units are payable in shares of common stock on a one-to-one basis.

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

F3: This transaction relates to the aggregate withholding of shares for tax purposes in connection with the vesting and distribution of performance stock awards.

F4: 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.

F5: 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.

F6: Compensation deferred or contributed into the Fortive stock fund (the "EDIP Stock Fund") included in Fortive's Executive Deferred Incentive Program (the "EDIP") is deemed to be invested in a number of unfunded, notional shares of the Issuer's common stock based on the closing price of the Issuer's common stock as reported on the NYSE on the date such compensation is credited to the EDIP Stock Fund (or the closing price for the immediately preceding business day, if such date is not a business day). The price shown in Table II, Column 8 is the closing price per share of the Issuer's common stock applicable to the respective transaction date.

F7: The notional shares convert on a one-to-one basis.

F8: The Reporting Person immediately vests in 100% of each voluntary contribution to the EDIP Stock Fund. The Reporting Person will vest in all contributions to the EDIP Stock Fund by the Issuer as follows: 100% upon the earlier of the Reporting Person's death, or upon retirement following at least 5 years of service with the Issuer and reaching the age of 55, or, if earlier, one-tenth per year of participation following five years of participation, in each case in accordance with the EDIP. Upon termination of employment, the vested portion of the EDIP Stock Fund is settled in the Issuer's common stock.