SEC Form 4 · accession 0001659166-18-000087

Fortive Corp · FTV

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

Reporting owner

Jonathan L Schwarz

Officer — VP - Corporate Development

Period of report

Feb 22, 2018

Accepted (ET)

Feb 26, 2018 · 8:56 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
Common Stock^F1	Feb 22, 2018	A	5,085	$0.00	A	11,022	D
Common Stock^F2,F3	Feb 22, 2018	A	2,185	—	A	13,207	D
Common Stock^F3	Feb 23, 2018	M	753	—	A	13,960	D
Common Stock^F3	Feb 23, 2018	M	781	—	A	14,741	D
Common Stock	Feb 23, 2018	M	2,396	$0.00	A	17,137	D
Common Stock^F4	Feb 23, 2018	F	998	$77.14	D	16,139	D

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)^F5	$76.68	Feb 22, 2018	A	13,230	A	—	Feb 22, 2028	Common Stock	13,230	13,230	D
Restricted Stock Unit^F3,F6	—	Feb 23, 2018	M	753	D	—	—	Common Stock	753	751	D
Restricted Stock Unit^F3,F7	—	Feb 23, 2018	M	781	D	—	—	Common Stock	781	1,562	D
Restricted Stock Unit^F3,F8	—	Feb 23, 2018	M	2,396	D	—	—	Common Stock	2,396	7,180	D

Explanation of responses

F1On February 23, 2017, the Compensation Committee (the "Committee") of the Issuer's Board of Directors 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.
F2On 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.
F3Restricted stock units are payable in shares of common stock on a one-to-one basis.
F4This transaction relates to the aggregate withholding of shares for tax purposes in connection with the vesting and distribution of restricted stock units.
F5One third of the options granted vest on each of the third, fourth, and fifth anniversary of the grant date.
F6In connection with the separation of the Issuer from Danaher Corporation ("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 2,257 Restricted Stock Units of the Issuer vesting in three remaining equal annual installments beginning on February 24, 2017.
F7In connection with the separation of the Issuer from Danaher, Restricted Stock Units issued by Danaher on February 24, 2015 to the Reporting Person that remained unvested as of July 2, 2016 were converted into 3,124 Restricted Stock Units of the Issuer vesting in four remaining equal annual installments beginning on February 24, 2017.
F8In connection with the separation of the Issuer from Danaher, Restricted Stock Units issued by Danaher on February 24, 2016 to the Reporting Person that remained unvested as of July 2, 2016 were converted into 11,972 Restricted Stock Units of the Issuer vesting in five equal annual installments beginning on February 24, 2017.