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: Naemura David H. (SVP, CFO and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-09	Common Stock, par value $0.0001	A	122857	—	Acquired	122857	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-10-09	Employee Stock Option	$31.45	A	240169	Acquired	2030-02-20	Common Stock, par value $0.0001 (240169.0)	Direct
2020-10-09	Employee Stock Option	$31.45	A	132108	Acquired	2030-02-20	Common Stock, par value $0.0001 (132108.0)	Direct
2020-10-09	Executive Deferred Incentive Program - Vontier Stock Fund	$	A	385	Acquired		Common Stock, par value $0.0001 (385.0)	Direct

Footnotes

F1: In connection with the separation of the Issuer from Fortive Corporation ("Fortive") on October 9, 2020 (the "Separation"), Restricted Stock Units issued by Fortive on February 20, 2020 to the Reporting Person that remained unvested as of the Separation were converted into (i) 79,251 Restricted Stock Units of the Issuer vesting in three equal annual installments beginning on February 20, 2021 and (ii) 43,606 Restricted Stock Units of the Issuer vesting in five equal annual installments beginning on February 20, 2021, subject to continued employment.

F2: 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 three equal annual installments beginning on February 20, 2021, subject to continued employment.

F3: 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.

F4: The notional shares convert on a one-to-one basis.

F5: 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.