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: 2021-02-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-23	Common Stock	M	105866	$20.12	Acquired	396689	Direct
2021-02-23	Common Stock	F	58586	$67.44	Disposed	338103	Direct
2021-02-23	Common Stock	F	6525	$67.44	Disposed	331578	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-23	Employee Stock Option (Right to Buy)	$20.12	M	105866	Disposed	2021-02-23	Common Stock (105866.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19650.181	Indirect

Footnotes

F1: Under the terms of the Fortive 2016 Stock Incentive Plan, on the last trading day on which all or a portion of an outstanding option may be exercised, if as of the close of trading on such day the then closing market price of a share of Common Stock exceeds the per share exercise price of such option by at least $.01 (an "Auto-Exercise Eligible Option"), the holder of such option will be deemed to have automatically exercised ("Auto Exercise") such Auto-Exercise Eligible Option as of the close of trading, with the Registrant reducing the number of shares of common stock issued to the holder of such option in an amount necessary to satisfy (1) the exercise price obligation for the Auto-Exercise Eligible Option, and (2) the tax withholding requirements arising upon the Auto Exercise, in each case based on the market price as of the close of trading on the date of Auto Exercise. This transaction is being reported to disclose the Auto Exercise of the corresponding options.

F2: This transaction relates to the withholding of shares for tax purposes in connection with the vesting and distribution of restricted stock awards.

F3: Based on a plan statement dated as of January 31, 2021.

F4: 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.