Fortive Corp — Director's Dealing 2020

Nov 2, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fortive Corp (FTV)
CIK: 0001659166
Period of Report: 2020-10-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-30	Common Stock	M	85000	$20.12	Acquired	527934	Direct
2020-10-30	Common Stock	M	176419	$21.70	Acquired	704353	Direct
2020-10-30	Common Stock	S	230629	$61.34	Disposed	473724	Direct
2020-10-30	Common Stock	S	30790	$62.13	Disposed	442934	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-10-30	Employee Stock Option (Right to Buy)	$20.12	M	85000	Disposed	2021-02-23	Common Stock (85000.0)	Direct
2020-10-30	Employee Stock Option (Right to Buy)	$21.7	M	176419	Disposed	2022-02-23	Common Stock (176419.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19616.67	Indirect

Footnotes

F1: In connection with the spin-off of Vontier Corporation by the Issuer, outstanding Restricted Stock Units ("RSUs"), including RSUs previously granted to the Reporting Person, were subject to anti-dilution adjustments ("Anti-Dilution Adjustment"). To the extent that the outstanding RSUs granted to the Reporting Person were previously reported under Table I, the total number of shares reported include the additional RSUs held by the Reporting Person as a result of the Anti-Dilution Adjustment.

F2: The price reported in Table I, Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.910 to $61.890. The Reporting Person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

F3: The price reported in Table I, Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.925 to $62.360. The Reporting Person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

F4: Based on a plan statement dated as of October 30, 2020.

F5: Prior to the separation of the Issuer from Danaher Corporation ("Danaher") on July 2, 2016 (the "Separation"), one-half of the stock options issued by Danaher on February 23, 2011 ("2011 Danaher Options") to the Reporting Person became exercisable on the fourth and fifth anniversary of the grant date. In connection with the Separation, such fully-vested 2011 Danaher Options that remained unexercised as of July 2, 2016 were converted into fully-vested stock options to purchase 158,686 shares of the Issuer's common stock. In addition, the total number of stock options and the exercise price reflect an anti-dilution adjustment applied as a result of the spin-off of Vontier Corporation from the Issuer on October 9, 2020.

F6: Prior to the Separation, one-half of the stock options issued by Danaher on February 23, 2012 ("2012 Danaher Options") to the Reporting Person became exercisable on the fourth and fifth anniversary of the grant date. In connection with the Separation, the 2012 Danaher Options that remained outstanding as of July 2, 2016 were converted into stock options to purchase 146,675 shares of the Issuer's common stock with identical vesting schedule. In addition, the total number of stock options and the exercise price reflect an anti-dilution adjustment applied as a result of the spin-off of Vontier Corporation from the Issuer on October 9, 2020.