Fortive Corp — Director's Dealing 2020

Feb 25, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fortive Corp (FTV)
CIK: 0001659166
Period of Report: 2020-02-20

Reporting Person: McLaughlin Charles E (SVP - Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-20	Common Stock	A	10225	—	Acquired	50764	Direct
2020-02-21	Common Stock	M	14224	$18.21	Acquired	64988	Direct
2020-02-21	Common Stock	S	14224	$76.07	Disposed	50764	Direct
2020-02-21	Common Stock	F	2338	$75.81	Disposed	48426	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-20	Employee Stock Option (Right to Buy)	$76.79	A	61960	Acquired	2030-02-20	Common Stock (61960.0)	Direct
2020-02-21	Employee Stock Option (Right to Buy)	$18.21	M	14224	Disposed	2020-02-23	Common Stock (14224.0)	Direct

Footnotes

F1: On February 20, 2020, the Compensation Committee of the Issuer (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.

F2: RSUs are payable in shares of common stock on a one-to-one basis.

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 $76.05 to $76.16. 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: This transaction relates to the withholding of certain shares for tax purposes in connection with the vesting and distribution of performance-based restricted stock awards.

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

F6: Prior to the separation of the Issuer from Danaher Corporation ("Danaher") on July 2, 2016 (the "Separation"), one-fifth of the stock options issued by Danaher on February 23, 2010 ("2010 Danaher Options") to the Reporting Person became exercisable on each of the first five anniversary of the grant date. In connection with the Separation, the 2010 Danaher Options that remained unexercised as of July 2, 2016 were converted into stock options to purchase 14,224 shares of the Issuer's common stock with identical vesting schedule.