Fortive Corp — Director's Dealing 2021

Feb 27, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fortive Corp (FTV)
CIK: 0001659166
Period of Report: 2021-02-24

Reporting Person: Pringle William W (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-24	Common Stock	A	518	—	Acquired	69202	Direct
2021-02-24	Common Stock	A	3852	—	Acquired	73054	Direct
2021-02-24	Common Stock	M	13087	$35.38	Acquired	86141	Direct
2021-02-24	Common Stock	S	8722	$67.425	Disposed	77419	Direct
2021-02-24	Common Stock	S	4365	$67.37	Disposed	73054	Direct
2021-02-24	Common Stock	M	4313	—	Acquired	77367	Direct
2021-02-24	Common Stock	F	1789	$67.64	Disposed	75578	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-24	Employee Stock Option (Right to Buy)	$35.38	M	13087	Disposed	2026-02-24	Common Stock (13087.0)	Direct
2021-02-24	Restricted Stock Unit	$	M	4313	Disposed		Common Stock (4313.0)	Direct

Footnotes

F1: On February 20, 2020, the the Compensation Committee of the Issuer (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 24, 2021 that the performance criteria of the Additional RSUs have been achieved. The Additional RSUs remain subject to time-based vesting provisions.

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

F3: On February 22, 2018, the Committee awarded the Reporting Person Performance Stock Units ("PSUs") subject to achievement of corresponding performance criteria. This transaction is being reported in connection with the determination by the Committee on February 24, 2021 that the performance criteria of the PSUs have been achieved. The shares remain subject to a two-year holding period requirement.

F4: This transaction relates to the withholding of shares for tax purposes in connection with the vesting and distribution of restricted stock units.

F5: 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 24, 2016 ("2016 Danaher Options") to the Reporting Person became exercisable on each of the first five anniversaries of the grant date. In connection with the Separation, the 2016 Danaher Options that remained outstanding as of July 2, 2016 were converted into stock options to purchase 54,357 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.

F6: In connection with the separation of the Issuer from Danaher, Restricted Stock Units issued by Danaher on February 24, 2016 to the Reporting Person that remained unvested as of July 2, 2016 were converted into 17,946 Restricted Stock Units of the Issuer vesting in five equal annual installments beginning on February 24, 2017. In addition, the total number of outstanding Restricted Stock Units of the Issuer reflects an anti-dilution adjustment applied as a result of the spin-off of Vontier Corporation from the Issuer on October 9, 2020.