Vontier Corp — Director's Dealing 2020

Oct 14, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vontier Corp (VNT)
CIK: 0001786842
Period of Report: 2020-10-09

Reporting Person: Rowen Kathryn K. (SVP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-09	Common Stock, par value $0.0001	A	17620	—	Acquired	17620	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-10-09	Employee Stock Option	$23.45	A	21265	Acquired	2027-02-23	Common Stock, par value $0.0001 (21265.0)	Direct
2020-10-09	Employee Stock Option	$31.41	A	7470	Acquired	2028-02-22	Common Stock, par value $0.0001 (7470.0)	Direct
2020-10-09	Employee Stock Option	$33.42	A	7117	Acquired	2029-02-25	Common Stock, par value $0.0001 (7117.0)	Direct
2020-10-09	Employee Stock Option	$31.45	A	19238	Acquired	2030-02-20	Common Stock, par value $0.0001 (19238.0)	Direct
2020-10-09	Employee Stock Option	$30.14	A	20630	Acquired	2030-08-15	Common Stock, par value $0.0001 (20630.0)	Direct
2020-10-09	Executive Deferred Incentive Program - Vontier Stock Fund	$	A	237	Acquired		Common Stock, par value $0.0001 (237.0)	Direct

Footnotes

F1: In connection with the separation of the Issuer from Fortive Corporation ("Fortive") on October 9, 2020 (the "Separation"), Restricted Stock Units ("RSUs") issued by Fortive on February 23, 2017, February 22, 2018, February 25, 2019, February 20, 2020 and August 15, 2020 that remain unvested as of Separation and were converted into 1,085, 1,480, 1,895, 6,348 and 6,812 Issuer RSUs, respectively, that vest in two equal annual installments beginning on February 23, 2021, in three equal annual installments beginning on February 22, 2021, in four equal annual installments beginning on February 25, 2021, in five equal annual installments beginning on February 20, 2021 and in five equal annual installments beginning on August 15, 2021, respectively, subject to continued employment.

F2: Prior to the separation of the Issuer from Fortive Corporation ("Fortive") on October 9, 2020 (the "Separation"), fully-vested stock options granted to the Reporting Person on February 23, 2017 that remained unvested as of October 9, 2020 were converted into fully-vested stock options to purchase 13,086 shares of the Issuer's common stock. Additionally, three-fifths of a stock options grant issued by Fortive on February 23, 2017 ("2017 Fortive Options") to the Reporting Person were fully vested and converted into fully-vested stock options to purchase 4,905 shares of the Issuer's common stock. The remaining 2017 Fortive options that unvested as of the Separation options vest in two equal annual installments beginning on February 23, 2021, subject to continued employment.

F3: Prior to the separation of the Issuer from Fortive Corporation ("Fortive") on October 9, 2020 (the "Separation"), two-fifths of the stock options issued by Fortive on February 22, 2018 ("2018 Fortive Options") to the Reporting Person were fully vested and converted into fully-vested stock options to purchase 2,988 shares of the Issuer's common stock. The remaining 2018 Fortive options that unvested as of the Separation options vest in three equal annual installments beginning on February 22, 2021, subject to continued employment.

F4: Prior to the separation of the Issuer from Fortive Corporation ("Fortive") on October 9, 2020 (the "Separation"), one-fifths of the stock options issued by Fortive on February 25, 2019 ("2019 Fortive Options") to the Reporting Person were fully vested and converted into fully-vested stock options to purchase 1,435 shares of the Issuer's common stock. The remaining 2019 Fortive options that unvested as of the Separation options vest in four equal annual installments beginning on February 25, 2021, subject to continued employment.

F5: In connection with the separation of the Issuer from Fortive Corporation ("Fortive") on October 9, 2020 (the "Separation"), stock options issued by Fortive on February 20, 2020 to the Reporting Person that remained unvested as of the Separation were converted into stock options vesting in five equal annual installments beginning on February 20, 2021, subject to continued employment.

F6: In connection with the separation of the Issuer from Fortive Corporation ("Fortive") on October 9, 2020 (the "Separation"), stock options issued by Fortive on August 15, 2020 to the Reporting Person that remained unvested as of the Separation were converted into stock options vesting in five equal annual installments beginning on August 15, 2021, subject to continued employment.

F7: The notional shares convert on a one-to-one basis.

F8: In connection with the separation of the Issuer from Fortive Corporation ("Fortive") on October 9, 2020, the reported securities are notional dividend accruals on phantom shares in Issuer's stock fund (the "EDIP Stock Fund") under Issuer's Executive Deferred Incentive Program (the "EDIP") that had accrued under Fortive's EDIP Stock Fund and were converted to the Issuer's EDIP Stock Fund. The Reporting Person immediately vests in 100% of each voluntary contribution to the EDIP Stock Fund. The Reporting Person vests in all contributions to the EDIP Stock Fund: 100% upon the earlier of the Reporting Person's death, or upon retirement after at least 5 years of service with the Issuer and reaching the age of 55, or, if earlier, one-tenth per year of participation following five years of participation, in accordance with the EDIP. Upon termination of employment, the vested portion of the EDIP Stock Fund is settled in Issuer common stock.