SEC Form 4 · accession 0001659166-18-000085

Fortive Corp · FTV

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

Reporting owner

James A Lico

Officer — President and CEO · Director

Period of report

Feb 22, 2018

Accepted (ET)

Feb 26, 2018 · 8:55 pm EST

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^F1	Feb 22, 2018	A	36,953	$0.00	A	170,347	D
Common Stock^F2	Feb 22, 2018	F	14,542	$76.68	D	155,805	D
Common Stock^F3	Feb 22, 2018	A	33,160	$0.00	A	188,965	D
Common Stock^F4,F5	Feb 22, 2018	A	30,210	—	A	219,175	D
Common Stock^F5	Feb 23, 2018	M	21,871	—	A	241,046	D
Common Stock^F6	Feb 23, 2018	F	8,604	$77.14	D	232,442	D
Common Stock^F7	holding	—	—		—	5,053	I	By 401(k)

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (Right to Buy)^F8	$76.68	Feb 22, 2018	A	183,090	A	—	Feb 22, 2028	Common Stock	183,090	183,090	D
Restricted Stock Unit^F5,F9	—	Feb 23, 2018	M	21,871	D	—	—	Common Stock	21,871	21,870	D

Explanation of responses

F1In connection with the separation of the Issuer from Danaher Corporation ("Danaher"), Performance Stock Units issued by Danaher on February 24, 2015 to the Reporting Person that remained unvested as of July 2, 2016 were cancelled and replaced with Performance Stock Awards ("PSAs") of the Issuer. This transaction is being reported in connection with the determination by the Compensation Committee of the Issuer's Board of Directors (the "Committee") on February 22, 2018 that the performance criteria of the PSAs have been achieved. The shares remain subject to a two-year holding period requirement.
F2This transaction relates to the withholding of shares for tax purposes in connection with the vesting and distribution of PSAs.
F3On February 23, 2017, the Committee awarded the Reporting Person Performance-Based Restricted Stock Awards ("RSAs"). This transaction is being reported in connection with the determination by the Committee on February 22, 2018 that the performance criteria of the RSAs have been achieved. The RSAs remain subject to time-based vesting provisions.
F4On February 22, 2018, the Committee awarded the Reporting Person Restricted Stock Units ("RSUs"). This transaction is being reported to identify the portion of the RSUs that are subject only to time-based vesting provisions. Pursuant to the terms of the award, additional RSUs may be issued upon determination by the Committee that the corresponding performance criteria have been achieved.
F5Restricted stock units are payable in shares of common stock on a one-to-one basis.
F6This transaction relates to the withholding of shares for tax purposes in connection with the vesting and distribution of restricted stock units.
F7Based on a plan statement dated as of January 31, 2018.
F8One half of the options granted vest on each of the fourth and fifth anniversary of the grant date.
F9In connection with the separation of the Issuer from Danaher, Restricted Stock Units issued by Danaher on February 24, 2014 to the Reporting Person that remained unvested as of July 2, 2016 were converted into 43,741 Restricted Stock Units of the Issuer vesting in two equal annual installments beginning on February 23, 2018.