Fortive Corp — Director's Dealing 2020

Feb 22, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fortive Corp (FTV)
CIK: 0001659166
Period of Report: 2020-02-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-19	Common Stock	M	125000	$18.21	Acquired	465237	Direct
2020-02-19	Common Stock	S	121000	$76.94	Disposed	344237	Direct
2020-02-19	Common Stock	S	4000	$77.90	Disposed	340237	Direct
2020-02-20	Common Stock	A	30673	—	Acquired	370910	Direct
2020-02-20	Common Stock	F	12067	$76.79	Disposed	358843	Direct
2020-02-20	Common Stock	A	35710	—	Acquired	394553	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-19	Employee Stock Option (Right to Buy)	$18.21	M	125000	Disposed	2020-02-23	Common Stock (125000.0)	Direct
2020-02-20	Employee Stock Option (Right to Buy)	$76.79	A	216370	Acquired	2030-02-20	Common Stock (216370.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19487	Indirect

Footnotes

F1: The price reported in Table I, Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.80 to $77.79. 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.

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 $77.84 to $77.97. 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: On February 23, 2017, the Compensation Committee of the Issuer (the "Committee") awarded the Reporting Person Performance Stock Awards ("RSAs") subject to achievement of corresponding performance criteria. This transaction is being reported in connection with the determination by the Committee on February 20, 2020 that the performance criteria of the RSAs have been achieved. The shares remain subject to a two-year holding period requirement.

F4: On February 20, 2020, 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: RSUs are payable in shares of common stock on a one-to-one basis.

F6: Based on a plan statement dated as of January 31, 2020.

F7: Prior to the separation of the Issuer from Danaher Corporation ("Danaher") on July 2, 2016 (the "Separation"), the stock options issued by Danaher on February 23, 2010 ("2010 Danaher Options") to the Reporting Person became exercisable ratably on fourth and fifth 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 195,293 shares of the Issuer's common stock with identical vesting schedule.

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