SEC Form 4 · accession 0000899243-16-024613

Fortive Corp · FTV

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Mitchell P Rales

Director

Period of report

Jul 5, 2016

Accepted (ET)

Jul 6, 2016 · 4:34 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001659166

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, par value $0.01^F1,F2	Jul 5, 2016	A	1,450	$0.00	A	1,736,344	D
Common Stock, par value $0.01^F3,F4	holding	—	—		—	17,000,000	I	Through single-member LLCs
Common Stock, par value $0.01^F3,F5	holding	—	—		—	327,587	I	Through the Mitchell P. Rales Family Trust
Common Stock, par value $0.01^F3,F6	holding	—	—		—	448,709	I	Through grantor retained annuity trusts
Common Stock, par value $0.01^F3	holding	—	—		—	68,362	I	By 401(k)
Common Stock, par value $0.01^F3,F7	holding	—	—		—	12,585	I	By spouse

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Director Stock Option	$48.60	Jul 5, 2016	A	4,340	A	Jul 5, 2016	Jul 5, 2026	Common Stock, par value $0.01	4,340	4,340	D

Explanation of responses

F1Represents restricted stock units granted on July 5, 2016 and payable solely in common stock. The restricted stock units granted will vest at the earlier of July 5, 2017 or the date of the Issuer's 2017 annual meeting, but the underlying shares will not be issued until the earlier of the Reporting Person's death or the first day of the seventh month following the Reporting Person's retirement from the Board of Directors of the Issuer.
F2Includes shares of Issuer common stock received in connection with the separation of Issuer from Danaher Corporation ("Danaher") and the distribution, by means of a pro rata dividend, of Issuer's common stock held by Danaher to the Danaher stockholders of record as of June 15, 2016 (except fractional shares, which will be aggregated and sold into the public market and the proceeds distributed to Danaher stockholders that otherwise would have received such fractional shares) (the "Distribution") in an exempt transaction pursuant to Rule 16a-9.
F3Represents shares of Issuer common stock received in connection with the Distribution in an exempt transaction pursuant to Rule 16a-9.
F4The reported shares are held through the following single-member LLCs: MPRDHR LLC, MPRDHR II LLC, MPRDHR III LLC, MPRDHR IV LLC and MPRDHR V LLC. The Reporting Person is the sole member of each of these LLCs.
F5The Reporting Person is the trustee of the Mitchell P. Rales Family Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Mitchell P. Rales Family Trust, except to the extent of the Reporting Person's pecuniary interest.
F6The Reporting Person is the trustee and sole annuitant of the grantor retained annuity trusts.
F7The Reporting Person disclaims beneficial ownership of the shares held by his spouse, Emily W. Rales, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of his spouse's shares for purposes of Section 16 or for any other purposes.