Fortive Corp — Director's Dealing 2021

Feb 25, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fortive Corp (FTV)
CIK: 0001659166
Period of Report: 2021-02-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-22	Common Stock	M	14322	$20.12	Acquired	60872	Direct
2021-02-22	Common Stock	S	14322	$67.16	Disposed	46550	Direct
2021-02-22	Common Stock	F	902	$67.09	Disposed	45648	Direct
2021-02-23	Common Stock	F	2320	$67.44	Disposed	43328	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-22	Employee Stock Option (Right to Buy)	$20.12	M	14322	Disposed	2021-02-23	Common Stock (14322.0)	Direct

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 $67.13 to $67.19. 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: This transaction relates to the withholding of shares for tax purposes in connection with the vesting and distribution of restricted stock units.

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

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 23, 2011 ("2011 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 2011 Danaher Options that remained outstanding as of July 2, 2016 were converted into stock options to purchase 11,908 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.