SEC Form 4 · accession 0001659166-18-000089
Fortive Corp · FTV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Martin Gafinowitz
Officer — Senior Vice President
Period of report
Feb 22, 2018
Accepted (ET)
Feb 26, 2018 · 8:57 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 StockF1 | Feb 22, 2018 | A | 12,380 | $0.00 | A | 66,519 | D | |
| Common StockF2,F3 | Feb 22, 2018 | A | 5,120 | — | A | 71,639 | D | |
| Common StockF3 | Feb 23, 2018 | M | 8,661 | — | A | 80,300 | D | |
| Common StockF3 | Feb 23, 2018 | M | 3,600 | — | A | 83,900 | D | |
| Common StockF4 | Feb 23, 2018 | F | 4,189 | $77.14 | D | 79,711 | 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 | 31,030 | A | — | Feb 22, 2028 | Common Stock | 31,030 | 31,030 | D |
| Restricted Stock UnitF3,F6 | — | Feb 23, 2018 | M | 8,661 | D | — | — | Common Stock | 8,661 | 8,661 | D |
| Restricted Stock UnitF3,F7 | — | Feb 23, 2018 | M | 3,600 | D | — | — | Common Stock | 3,600 | 7,202 | 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 25,981 Restricted Stock Units of the Issuer vesting in three 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 10,702 Restricted Stock Units of the Issuer vesting in three equal annual installments beginning on February 23, 2018.